NON CANCELABLE EQUIPMENT & SERVICE FINANCE LEASE AGREEMENT – TERMS & CONDITIONS
Standard Purchase Agreement Terms & Conditions See Here here
The finance, lease and/or use of our Products and/or Services implies that you have read and accepted these Terms and Conditions.
Sintel Systems offers leasing options either directly through Sintel Systems, its parent company, its affiliates, its partner companies referred going forth as “Its Assignee(s).” Sintel Systems on most occasions only offers leasing and finance services for products and services offered by Sintel Systems or Its Assignee(s). The term “Vendor” is refereed here forth as a third party.
1 We have written this Non Cancelable Equipment & Service Finance Lease Agreement (“Agreement”) to the best of our ability in plain language because we want you to fully understand its terms. We use the words “you” and “your” to mean the Lessee, and the words “we”, “us,” and “our” to refer to Sintel Systems and its designees, successors and assigns. You are personally responsible and guarantee this lease regardless of the operation’s business structure. Please carefully read the terms below (or all pages for paper hard copy format) of this Lease for all the Terms and Conditions of this Agreement, and feel free to contact us with any questions you may have.
2 You agree to purchase from Sintel Systems or its assignee(s) the equipment and service listed on your purchase order (“Equipment”) and finance the Equipment to you under the terms set forth in this Agreement. You purchase order lists the equipment and services financed. Your signature on the purchase order affirms your agreement to the terms of this lease. If purchased from Vendor, You agree to purchase from the Vendor the equipment and service listed above (“Equipment”) and finance the Equipment to you under the terms set forth in this Agreement. You acknowledge that certain Software as a Service (“SaaS”) included with the equipment is licensed for your use and is an integral part of this Agreement. So long as you are not in default under any of the terms of this Agreement, we will not interfere with your quiet use and enjoyment of the Equipment.
3 AUTHORIZATION FOR AUTOMATIC WITHDRAWALS OF PAYMENTS. You authorize us to automatically withdraw your monthly lease and service payment and any other amounts now due, hereinafter imposed, or otherwise owed in conjunction with this Lease, including applicable tax and a Loss and Damage Waiver fee, if applicable, by initiating via the Automatic Clearing House (“ACH”) System debit entries to your account at the bank provided and authorized by you or such other bank or financial institution that you may provide us with from time to time (“Account”). You acknowledge that your Account is established for business purposes only and not for personal, family, or household purposes. In the event of a default of your obligations hereunder, you authorize us to debit your Account for the full amount due under the Agreement as provided by Section 18 of this Lease without any further notice. You understand that the foregoing authorization is a fundamental condition to induce us to accept this Agreement. Consequently, such authorization is intended to be irrevocable. In the event that you purport to terminate such authorization, we, in our sole discretion, may induce you for payments due under this Agreement and impose a $35.00 per month processing fee for such invoices as well as any charges and fees incurred due to the change of banks without notification. As per Section 2 of this Agreement, you further authorize debit entries from your account for the continued usage of SaaS at the price then in place after the Agreement has expired, so long as you continue to use SaaS.
Payment – You agrees to pay the first month’s lease payments via a major charge card (credit card) at the execution of this lease agreement and hereby authorize us to charge that card in the case of default and or delinquency as explained below. If the charge card is charged or expires, you agree to notify us within seven days of any changes. You understand that the charge card authorization is a fundamental condition to induce us to accept this Agreement.
You agree to pay all monthly lease payments via ACH and maintain a valid bank account. In cases of bank account closure or change, you agree to provide updated banking information at least seven business days before payment due date.
DEFAULT OR DELINQUENCY – If we do not receive your payment via ACH for 60 days or less, your account is considered delinquent. You may remedy this by providing a valid bank account for ACH purposes and pay any delinquent amount plus a $35.00 late fee in addition to the monthly lease fees delinquent. If we do not receive the lease payment for more that 60 days, you account is considered in default and we will move to exercise all of our rights under this agreement and in law. If we are unable to ACH the monthly payment from the bank account and the payment is returned for any reason including, but not limited to bank account closure, insufficient funds, or any other reason, for 60 days (two payments) or more, you herby understand that the account is in default and per terms of this lease agreement all outstanding lease payments and all remaining future lease payments are due and will be charged on the credit card which the first and last month’s payment were made. If for any reason we are unable to charge the entire amount due, you agree that we will charge any portion of it. You expressively agrees that you will not challenge the charge or dispute it with the credit card issuer. Any outstanding amount will be due and payable immediately. For clarity we are offering an example. If you have a 24 month lease at $300 per month and you default after your 12th payments, the reaming 12 payments (12 x $300 = $3,600) is due after your account is in default status. We will charge your card on file for up to 12 remaining payments. If we charge less that the total due, the remaining balance will remain due and we will seek all contractual and legal avenue to collect any remaining balance including as provided by Section 18 of this Lease.
4 NO CANCELLATION; WAIVER OF DEFENSES AND CLAIMS. You cannot cancel this Agreement or the associated SaaS during the term for any reason. You do not have a free trial period. Your duty to make the monthly payment is absolute and unconditional and is not subject to any offset, deduction, defense or counterclaim. Notwithstanding that the equipment is damaged or lost, or you no longer use, need or want the equipment, or you return the equipment to us (except as provided in Section 19 of this Lease), or for any other reason you must make all payments for the entire duration of the lease. You waive any rights which would allow you to cancel or repudiate the Agreement, reject or revoke acceptance of the equipment, grant a security interest in the equipment, seek injunctive relief against us, and you waive all other rights and remedies conferred upon you by Article 26 of the Uniform Commercial Code, to the extent permitted under applicable law. We will not be liable for any loss or injury to you or any other person or property (including, without limitation lost profits and consequential, incidental or special damages) caused by the equipment or its failure to operate properly.
5 *** Important Note: This section (5) only applies if Sintel System or its assignee(s) are providing financing and leasing services for equipment and/or services obtained by you from a third party. “Vendor” is defined as third party for this section. **** NO WARRANTIES. WE ARE LEASING THE EQUIPMENT TO YOU “AS IS.” WE HAVE MADE NO REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING THE EQUIPMENT. WE DISCLAIM ALL SUCH REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND. IF THE EQUIPMENT DOES NOT WORK AS REPRESENTED BY THE VENDOR OR ANY OTHER PERSON FAILS TO PROVIDE ANY SERVICE, OR IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, OR IS UNSATISFACTORY FOR ANY OTHER REASON, YOU WILL MAKE ANY CLAIM THEREON SOLELY AGAINST THE VENDOR OR SUCH OTHER PERSON AND YOU WILL NOT MAKE ANY CLAIM AGAINST US, AND YOU WILL CONTINUE TO BE OBLIGATED TO MAKE ALL PAYMENTS DUE UNDER THIS AGREEMENT.
6 NON-CONSUMER FINANCE LEASE. We and you intend this Agreement to be a “Finance Lease” as defined by Article 2A of the Uniform Commercial Code. You acknowledge that you selected from Sintel Systems based upon your own judgment. You further acknowledge that if obtained the Equipment from a Vendor, You selected the Equipment from the Vendor based upon your own judgment. You further acknowledge that the Equipment is being leased for commercial purposes only and not for person, family or household purposes. You further agree that neither you nor any guarantor is a “consumer” with respect to this Lease, and neither this Agreement nor any guarantee thereof shall be construed as a consumer transaction or as a “consumer lease.”
7 LEASE AGREEMENT COMMENCEMENT; RECEIPT AND ACCEPTANCE OF EQUIPMENT. The Agreement shall commence on the date that we accept and execute the Agreement (“Commencement Date”) and shall continue until your obligations under the Agreement are fully performed. Your monthly payments are due on the first day of each month following the Commencement Date. In addition, if the Commencement Date is other than the first day of as calendar month, then you pay to us, in addition to all other sums due hereunder, an amount equal to one thirtieth of the total monthly payment due or to become due hereunder multiplied by the number of days from and including the Commencement Date to the end of the calendar month in which the commence Date occurs. In the event that you have paid the first and last monthly lease payments without applicable taxes or other charges hereunder, we may add such taxes or other charges to the first or a subsequent ACH transfer from your Account. You acknowledge that no interest will be paid on any advance lease payments. (If the Lessee will keep the Equipment at a Florida location, the remaining portion of this Section 7 is not applicable). You acknowledge your receipt and acceptance of the Equipment, or in the event that you have not yet received the Equipment at the time you sign this Agreement, you shall notify us in writing via certified mail within thirty (30) days of the date you sign the Agreement that you have not yet received the Equipment. Your failure to provide us with such notice shall constitute your acknowledgment that you have received and accepted the Equipment for all purposes of this Agreement.
8 ASSIGNMENT. We may assign or transfer this Agreement or our interest in this Agreement without notice to you. Any assignee of ours shall have all of the rights, including but not limited to the rights set forth in Sections 2 through 5 herein, but none of the obligations, of ours under this Agreement and you agree that you will not assert against any assignee of ours any defense, counter claim or offset. You shall not assign this Agreement or in any way dispose of all or any part of your rights or obligations under this Agreement or enter into any sublease for all or any part of the Equipment without our prior written consent.
9 TITLE, QUIET ENJOYMENT. We shall at all times retain title to the Equipment. All documents of title and evidence of delivery shall be delivered to us. You hereby authorize us, at your expense, to cause this Agreement, or any statement or other instrument in respect to this Agreement showing our interest in the Equipment, including Uniform Commercial Code Financing Statement to be filed or recorded and refilled and rerecorded, and grant us the right to execute your name thereto. You agree to execute and deliver any statement or instruments requested by us for such purposes, and agree to pay or reimburse us for any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement.
10 CARE, USE AND LOCATION. You shall maintain the Equipment in good operating condition, repair and appearance, and protect it from deterioration other than normal wear and tear. You shall use the Equipment in the regular course of your business and shall not make any modification, alteration or addition to the Equipment without our written consent, which shall not be unreasonably withheld. You shall not remove the Equipment from the location shown herein without our written consent, which shall not be unreasonably be withheld.
11 LEASE AGREEMENT ACCEPTANCE, INVESTIGATIVE CREDIT REPORT. You and Guarantor have read and agree to be bound by all terms and conditions contained in this Non Cancelable Equipment & Service Finance Lease Agreement, including the Personal Guaranty pledge, for the full term indicated in this Agreement. You and Guarantor authorize Sintel Sytems, its assignee(s) or its agents to obtain investigative credit bureau reports, conduct credit checks concerning credit history, and to investigate the references provided or any other financial and/or credit relate information and/or data obtained from You and Guarantor. You and Guarantor acknowledge that Sintel Systems or its assignee(s) may furnish information relating to this Agreement to a credit reporting agency.
12 NET LEASE, TAXES. You intend the lease payments hereunder to be net to us, and you agree to pay us all sales, use, excise, personal property, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties and similar charges imposed on you or us, for the ownership, use, or possession of the Equipment during the term of this Agreement, or for the lease payments hereunder (except our Federal or State income taxes) and you shall reimburse us upon demand for any taxes paid by or advanced by us, plus an administrative tax processing fee in the amount of $25.00. The monies we collect from this processing fee may provide us with a profit. We may estimate the amount of the taxes and charge you for such amount, separately or charge you with a proportional amount with each monthly lease payment hereunder. Unless otherwise agreed to in writing, we shall file personal property tax returns with respect to the Equipment.
13 INDEMNITY. You shall and do hereby agree to indemnify and save us, our agents, servants, successors and assigns harmless from any and all liability, damage or loss, including reasonable attorney’s fees, arising out of the ownership, selection, possession, leasing, operation, control, use, condition (including but not limited to latent and other defects, whether or not discoverable by you), maintenance, delivery and return of the Equipment. The indemnity shall continue in full force and effect notwithstanding the termination of the Agreement.
14 RISK OF LOSS. You shall assume the entire risk of loss, damage or destruction of the Equipment from any and every cause whatsoever (hereinafter referred to as a “Loss”) during the term of this Agreement and thereafter until redelivery to us. In the event of a Loss of any item of Equipment, you shall promptly notify us and at your expense (except to the extent of any proceeds of insurance provide by you which we shall have received as a result of such Loss), and at our option, either (a) repair such item, returning it to its previous condition, unless damaged beyond repair, (b) pay us for the replacement value of the Equipment which we estimate and you agree shall be seventy seven percent (77%) of the aggregate Base Monthly Lease Payments for the Lease Term if the Lease Term is thirty-six (36 months); seventy seven percent (77%) of the aggregate Base Monthly Lease Payments for the Lease term if the Lease term is twenty four (24) months; eighty three percent (83%) of the aggregate Base Monthly Lease Payments for the Lease Term if the Lease Term is twelve (12) months (“Replacement Value”), or (c) replace such item with a like item acceptable to us, in good condition and of equivalent value, which shall become our property, included within the term “Equipment” as used herein, and leased from us herewith for the balance of the full term of this Agreement, or (d) pay us all accrued and unpaid monthly lease and other payments, late charges and interest, plus the Replacement Value of the Equipment.
15 INSURANCE. You shall keep the Equipment insured against all risks of Loss for not less than the sum of the remaining rents plus the full Replacement Value thereof. All such insurance shall be in form and with companies satisfactory to us and shall name us and our assignee as Loss Payee as our interest may appear with respect to property damage coverage, and require that the insurer give us at least ten (10) days written notice prior to the effective date of any modification or cancellation thereof. You may be able to add this insurance coverage to your existing commercial policy, and should contact your insurance carrier or broker for that information. You shall pay the premiums for such insurance and deliver us satisfactory evidence of insurance coverage within sixty (60) days from the Commencement Date. To remove doubt, the Commencement Date is defined as the date when you complete the final training for the use of the equipment, or the date you start to use the equipment. The proceeds of such insurance payable as a result of loss or damage to any item of Equipment shall be applied to satisfy your obligation as set forth in Section 14 above. You hereby irrevocably appoint us as your attorney-in-fact to make a claim for, receive payment of and execute and endorse all documents, checks or drafts received in payment for a Loss under any such insurance policy.
16 LOSS & DESTRUCTION WAIVER. In the event that you do not provide us with satisfactory evidence of insurance coverage as required under Section 15 above (i.e., within 60 days from the Commencement Date), you will be deemed to have purchased a Loss and Damage Waiver currently at the price of $15.00 per month per unit of equipment, which amount we reserve the right to change upon thirty (30) days’ written notice to you. Under the Loss and Damage Waiver, we will waive your responsibility for keeping the Equipment fully insured during the term of this Lease. To remove doubt, the unit is hereby defined as one complete POS system including the computing device (i.e., PC or tablet), POS housing, and any equipment and/or component included therein only, and does not include peripheral devices such as printer, cash drawer, bar code readers or accessories such as cables and adapters. In addition, in the event of a Loss of the Equipment as defined in Section 14 above, upon your notifying us of the same via certified mail with supporting proof that the Loss has occurred and that you took reasonable care in preventing the Loss, and upon our determination that a Loss has in fact occurred and provided that you are not at that time otherwise in default of this Lease, we will, at our sole discretion, either (1) provide for its replacement with equipment with comparable value and utility, or (2) terminate this Lease without any further obligation to either party. The monies we collect from this Loss and Damage Waiver may provide us with a profit.
17 EVENT OF DEFAULT. If any one of the following events (each a “Default”) shall occur, then to the extent permitted by applicable law, we shall have the right to exercise any one or more remedies set forth in Section 3 (above) and Section18 (below): (a) you fail to pay any lease payment or any other payment hereunder when due; (b) you fail to perform or comply with any of the other terms, covenants, or conditions of this Agreement.
18 REMEDIES. If a Default occurs, we may do any or all of the following at our options inclduing (a) terminate this Agreement; (b) declare immediately due and payable and recover from you, an amount equal to all accrued and unpaid monthly lease payments and all future lease payment per Section 3 (above) of this agreement, late charges, collection costs, and interest, plus the Replacement Value of the Equipment in the event that you fail to return the Equipment to us as prescribed in Section 19(a) below; (c) repossess or render unusable any Equipment wherever located, without demand or notice, without any court order or other process of law and without liability to you for any damages occasioned by such action; (d) require you to deliver the Equipment to a location designated by us; (e) proceed by court action to enforce performance by you of this Agreement and/or recover all damages and expenses incurred by us by reason of any Default; or (f) exercise any other right or remedy available at law or equity, including those of a secured creditor. You shall pay us all our costs and expenses, including our reasonable attorney’s fees, in enforcing any of these remedies or other terms of this Agreement, regardless of whether or not a legal action has been commenced. In the event that we seek recovery of our damages as provide under subsection (b) of this section, you shall pay us for our reasonable attorney’s fees, an amount which you and we agree shall be no less than twenty five percent (25%) of the total amount of the claim. We shall have no duty to repossess and remarket the Equipment or otherwise mitigate any damages relating to the Equipment. All rights and remedies set forth above are cumulative and may be enforced concurrently. You and we acknowledge the difficulty in establishing a value for the unexpired lease term and owing to such difficulty agree that the provisions of this section represent an agreed measure of damage and are not to be deemed a forfeiture or penalty. Any delay or failure to enforce our right hereunder does not prevent us tom enforcing any rights at a later time.
19. END OF LEASE TERM OPTIONS. At the expiration or termination of the Agreement Term or monthly renewal period, provided that you are not in default, you have the following options: (a) You may return the Equipment, freight prepaid, to us in good repair, condition and working order, reasonable wear and tear alone excepted, in a manner and to a location we designate within ten (10) days of the expiration or termination of the Lease Term or monthly renewal period and all your rights to use the equipment shall terminate, or (b) provided that you notify us in writing within thirty (30) days prior to the expiration of the Lease Term or monthly renewal period that you wish to exercise the buy-out option, you may purchase the Equipment on an AS-IS WHERE-IS basis, not less than all of the Equipment (and an assignment of all of Lessor’s rights, title and interest in the Software. The end of lease term buyout option shall be set at ten percent (10%) of the total lease finance amount inclusive of all fees. The exercise of this option must be communicated to Lessor in writing at least thirty (30) days prior to the expiration of the lease term. Purchase option payment will be due at lease expiration. By exercising the buyout option, you agree to continue to use Software as a Service (“SaaS”) as provided by us, and further acknowledge that the then SaaS fee will be debited by Sintel Systems or assignee. If and where required, you acknowledge that you may need to execute a separate agreement in order to continue to use Sintel Systems or its asignee’s SaaS with your equipment.
IF YOU DO NOT PROVIDE US WITH THIRTY (30) DAYS’ WRITTEN NOTICE OF YOUR INTENT TO EXERCISE OPTION (B) ABOVE, OR FAIL TO RETURN THE EQUIPMENT TO US WITHIN TEN (10) DAYS OF THE EXPIRATION OR TERMINATION OF THE LEASE TERM OR MONTHLY RENEWAL PERIOD, THIS LEASE SHALL THEREUPON BE EXTENDED ON A MONTH-TO-MONTH BASIS AT THE SAME MONTHLY LEASE PAYMENT AND UPON THE SAME TERMS AND CONDITIONS SET FORTH HEREIN, INCLUDING YOUR END OF LEASE TERM OPTION SET FORTH IN THIS SECTION. If you paid the last monthly lease payment at the time of the signing of the Agreement, such payment shall be applied (without interest) to the last monthly lease payment upon your return of the Equipment to us provided that no other sums are owing by you to us under the Agreement, in which event we may apply such payment to any such amount outstanding.
19 LATE PAYMENT AND COLLECTION COSTS. Whenever you do not make any monthly lease payment in full when due under this Agreement, you agree to pay us, as a late fee, an amount equal to fifteen percent (15%) of the full scheduled payment and only to the extent allowed by law. Such amount shall be payable in addition to all amounts payable by you as a result of our exercise of any of the remedies herein provided. In addition, you will pay us all our out-of-pocket costs relating to or resulting from the collection of the late payment including a processing charge of thirty five dollars ($35.00) for each returned check, rejected ACH charge or returned credit card charge, and all reasonable collections costs we incur. Payments shall first be applied to late fees and processing charges and then to Lease obligations.
20 RIGHT TO USE. Lessor grants you the right to access and use the Software as a Service (“SaaS”) as a part of this Agreement. Lessor reserves all other rights. Lessee agrees that Lessee does not acquire under this Agreement any license or rights in, including without limitation, any software including Sintel Systems or its assignee’s software, source code or support and maintenance services, or any developed or customized software. Lessee agrees and acknowledges that the Sintel Systems or its assignee’s Services Agreement and Software License Terms and Conditions shall control, and Lessee may be asked to click-through when accessing the SaaS on the Equipment. At the end of this Lease Agreement, Lessee has the right but not the obligation to continue to use SaaS at the then price which may require a separate license or services agreement.
21 VALUE ADDED SERVICES ADDENDUM. Lessee may choose from a selection of value added services. If Lessee chooses one or more value added services as a part of this Lease Agreement, the terms and conditions described in the Addendum shall apply, and will be made a part of this Lease Agreement. If Lessee chooses one or more value added service after the commencement of the Lease Agreement, a separate Services Agreement shall be executed between the Lessee and Sintel Systems or its assignee.
22 GOVERNING LAW, CHOICE OF FORUM FOR RESOLUTION OF DISPUTES. You and we agree that our acceptance and execution of the Agreement at any of our offices shall be the final act necessary for the formation of this Agreement. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY OR CALIFORNIA, WITHOUT REGARD TO THE CONFLICT OF LAW, RULES OR PRINCIPALS THEREOF. ALL ACTIONS, PROCEEDINGS OR LITIGATION BROUGHT BY US, YOU OR THE GUARANTOR ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL BE INSTITUTED AND PROSECUTED IN THE APPLICABLE JURISDICTION. THE PARTIES ACKNOWLEDGE THEIR AGREEMENT THAT THE STATE COURT SITTING IN THE APPLICABLE JURISDICTION SHALL BE THE EXCLUSIVE FORUM FOR ALL ACTIONS, PROCEEDINGS OR LITIGATION BETWEEN OR AMONG THE PARTIES, NOTWITHSTANDING THAT OTHER COURTS MAY HAVE JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER, PROVIDED, HOWEVER, THAT ANY ACTION OR PROCEEDING BY LESSOR TO RECOVER POSSESSION OF THE EQUIPMENT (WHETHER DENOMINATED AS A REPLEVIN, SEQUESTRATION CLAIM AND DELIVERY OR OTHEREWISE) MAY BE BROUGHT IN ANY COUNTY WHERE THE EQUIPMENT MAY BE FOUND. LESSEE AND GUARANTOR AGREE THAT ANY SUMMONS AND/OR COMPLAINT OR OTHER PROCESS TO COMMENCE ANY LITIGATION BY LESSOR WILL BE PROPERLY SERVED IF MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH DELIVERY TO EITHER GUARANTOR, LESSEE OR LESSEE’S REGISTERED AGENT.
23 WAIVER OF JURY TRIAL; LIMITATION ON ACTION. YOU AND WE WAIVE, INSOFAR AS PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION BROUGHT BY US, YOU OR THE GUARANTOR ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT. YOU SHALL COMMENCE ANY ACTION OR COUNTERCLAIM BASED IN CONTRACT, TORT OR OTHERWISE ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT WITHIN ONE (1) YEAR OF THE ACCURAL OF THAT CAUSE OF ACTION AND NO SUCH ACTION MAY BE MAINTAINED WHICH IS NOT COMMENCED WITHIN THAT PERIOD. YOU AGREE NOT TO PURSUE A CLAIM AGAINST US AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION.
24 ABILITY TO OPT OUT. You have the opportunity to negotiate the terms and conditions of this Agreement and you are not required to accept the terms and conditions as they currently appear in this Lease, provided however, you cannot OPT OUT once the Equipment had been delivered to You. If you wish to exercise this option, you must notify us in writing via certified mail within five (5) days of the date you sign this Agreement and prior to the confirmation of the shipping of the Equipment, that you wish to exercise this option, whereupon you and we shall endeavor to negotiate in good faith alternative terms and conditions as may be mutually agreeable, and should we be unable to reach an agreement within five (5) days of our receipt of your notice, either party shall have the right to rescind this Agreement. Your failure to provide such timely notice that you wish to exercise this option shall constitute your full acceptance of all of the terms and conditions of this Agreement. You may wish to seek the advice of counsel to discuss this option.
25 SEVERABILITY. We and you intend this Agreement to be a valid and subsisting legal instrument, and agree that any provision of this Agreement which may be deemed unenforceable shall be modified to the extent necessary to render it enforceable and shall in no way invalidate any other provision or provisions of this Agreement, all of which shall remain in full force and effect. No delay by us in enforcing any rights under this Agreement shall be interpreted as a waiver of such rights.
26 NOTICES; HEADINGS. All Notices under this Agreement, unless otherwise provided herein, shall be sufficient if given personally or mailed to the party intended at the respective address set forth herein or at such other address as such party may provide in writing from time to time. The section headings contained in this Agreement are for convenience and easy reference only and shall not in any way affect the meaning or construction of any provision of this Agreement.
27 AGENCY; ENTIRE AND FINAL AGREEMENT. You understand that Sintel Systems may offer financing from an entity legally distinct entity from the legal entity offering the financing. Furthermore, any Vendor or credit card processor is a legally distinct entity from Sintel Systems. You understand and agree that we are an entirely separate and independent company from the Vendor, and/or credit card processor. The Vendor and/or credit card processor are not our agent and are not authorized to waive or alter any term or condition of this Agreement and their representations shall in no way affect your or our rights and obligations set forth in this Agreement, including your unconditional obligation to make the monthly lease payments as set forth more fully above. This Agreement contains the entire and final expression of the agreement between the parties, and may not be waived, altered, modified, revoked or rescinded except by a writing signed by one of our executive officers. All prior and/or contemporaneous oral and written representations are merged herein. No attempt at oral modification or rescission of this Lease or any term thereof will be binding upon the parties.
28 LEASE TRANSFER. A Lease Transfer is the transferring of a lease from the current lessee to a qualified individual or business. This option is subject to eligibility and approval by Sintel Systems. A transfer cannot occur in the last 180 days of the lease. A lease transfer fee of $495 is due upon acceptance of the transfer by Sintel Systems. The new applicant must complete a credit application. To be eligible to transfer your lease agreement, the lease account must be current and any outstanding payments, charges and fees must be paid so the account is current before a transfer. The typical transfer takes 14 business days.