Equipment Lease Agreement - Template, Sample Form Pro · NG-law

EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT (this "Agreement") is made on the ________.

BETWEEN

________, a company incorporated under the laws of the Federal Republic of Nigeria with registration number (RC) ________ (or, where an individual, of the National Identification Number ________), of the following address:

________

(hereinafter referred to as the "Lessor", which expression shall where the context so admits include its successors-in-title and assigns) of the one part;

AND

________, a company incorporated under the laws of the Federal Republic of Nigeria with registration number (RC) ________ (or, where an individual, of the National Identification Number ________), of the following address:

________

(hereinafter referred to as the "Lessee", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the other part.

The Lessor and the Lessee are hereinafter referred to individually as a "Party" and collectively as the "Parties".

RECITALS

A. The Lessor is the absolute legal and beneficial owner of, and holds good and marketable title to, the Equipment described in this Agreement.

B. The Lessee desires to take the Equipment on lease, and the Lessor has agreed to grant the lease of the Equipment to the Lessee, upon the terms and subject to the conditions set out in this Agreement.

NOW THIS AGREEMENT WITNESSETH that in consideration of the rent reserved and the mutual covenants and undertakings contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

(a) "Equipment" means the following equipment together with all accessories, appurtenances, parts, attachments and replacements thereof: ________;

(b) "Lease Term" means the period of ________, commencing on the Commencement Date, subject to earlier determination in accordance with this Agreement;

(c) "Commencement Date" means ________;

(d) "Material Defect" means any defect in or issue with any component or system of the Equipment which may have a significant adverse impact on the value or operability of the Equipment and which is not caused by the act, default or omission of the Lessee;

(e) "Rent" means the lease rentals payable by the Lessee to the Lessor under Clause 4;

(f) "Schedule" means any schedule annexed to this Agreement which shall for all purposes be deemed to form an integral part of this Agreement;

(g) "This Agreement" means this equipment lease agreement between the Lessor and the Lessee together with any Schedules, modifications and amendments made in accordance with Clause 23.

1.2 In this Agreement, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words importing any gender include every gender; (c) a reference to a clause is a reference to a clause of this Agreement; and (d) headings are inserted for convenience only and shall not affect the construction of this Agreement.

2. LEASE OF EQUIPMENT

2.1 The Lessor hereby leases to the Lessee, and the Lessee hereby takes on lease from the Lessor, the Equipment, to hold the same during the Lease Term subject to the terms and conditions of this Agreement.

2.2 The Lessee shall be entitled to quiet possession and use of the Equipment for so long as the Lessee duly observes and performs the terms of this Agreement.

3. TERM OF LEASE

3.1 This Agreement and the lease created hereunder shall be for the Lease Term, commencing on the Commencement Date.

3.2 The Lease Term may be renewed or extended only by mutual written agreement of the Parties on such terms as the Parties may agree.

4. RENT AND PAYMENT

4.1 The Lessee shall pay to the Lessor the sum of \u20a6________ (________) per month, exclusive of applicable taxes, with the first payment falling due on ________ and thereafter on the same day of each succeeding month throughout the Lease Term.

4.2 All Rent and other sums payable under this Agreement shall be paid in Nigerian Naira, free of any deduction or set-off, by transfer to the bank account designated in writing by the Lessor at the following account particulars: ________.

4.3 Without prejudice to any other right or remedy of the Lessor, any Rent or other sum which is not paid on its due date shall bear interest at the rate of ________% per annum from the due date until the date of actual payment.

4.4 The Lessee shall pay a refundable security deposit in the sum of \u20a6________ on or before the Commencement Date, which shall be returned to the Lessee at the expiration of the Lease Term less any sums lawfully deducted by the Lessor in respect of the Lessee's breach.

4.5 Where Value Added Tax is applicable under the Value Added Tax Act (Cap. V1, Laws of the Federation of Nigeria 2004, as amended), such tax shall be borne and paid by the Lessee.

5. DELIVERY AND ACCEPTANCE OF EQUIPMENT

5.1 The Equipment shall be delivered to the Lessee at the following location: ________ on or before ________.

5.2 The Lessee shall be responsible for all expenses and costs incurred in shipping and delivering the Equipment at the commencement of, and at the end of, the Lease Term, unless otherwise agreed in writing.

6. INSPECTION OF THE EQUIPMENT

6.1 The Lessee shall inspect the Equipment prior to or upon delivery for any Material Defects.

6.2 Where the Lessee discovers any Material Defect or has any complaint in respect of the Equipment, such defect or complaint shall be notified to the Lessor in writing immediately and in any event within ________ of delivery.

6.3 Where the Lessee fails to notify the Lessor of any defect or complaint within the period stated in Clause 6.2, the Equipment shall be deemed to have been delivered and accepted in good and satisfactory condition, and no objection shall thereafter be raised.

7. USE AND MAINTENANCE OF THE EQUIPMENT

7.1 The Lessee shall use the Equipment only in the manner for which it is intended, in accordance with all applicable manuals, instructions and operating guidelines, and in compliance with all applicable laws, regulations and bye-laws in force in Nigeria.

7.2 The Lessee shall maintain the Equipment in good working order and condition and shall not subject the Equipment to any improper or negligent use.

8. TITLE AND INSURANCE

8.1 The Equipment shall at all times remain the sole and exclusive property of the Lessor. No right, title or interest in the Equipment shall pass to the Lessee other than the right to possess and use the Equipment during the Lease Term.

8.2 The Lessee shall not permit any lien, charge, encumbrance or third-party interest to attach to the Equipment and shall affix and maintain such markings as may indicate the Lessor's ownership.

8.3 The Lessee shall, throughout the Lease Term and at its own cost, insure the Equipment against loss, theft, damage and third-party liability with a reputable insurer to its full replacement value, noting the interest of the Lessor on the policy, and shall produce evidence of such insurance to the Lessor on demand.

8.4 The risk of loss of or damage to the Equipment shall pass to the Lessee upon delivery and shall remain with the Lessee throughout the Lease Term until the Equipment is returned to the Lessor.

9. ALTERATION OF EQUIPMENT

The Lessee shall not repair, alter or modify any part of the Equipment without the prior written consent of the Lessor.

10. COVENANTS OF THE LESSEE

The Lessee hereby covenants with the Lessor as follows:

(i) to pay all Rent and any other money payable under this Agreement promptly and in a timely manner;

(ii) to pay all taxes, fees, licences and governmental charges, together with any penalties or interest, relating to the possession or use of the Equipment;

(iii) to ensure that the Equipment is operated skilfully and properly by persons competent to operate the same;

(iv) not to sell, pledge, mortgage, charge or otherwise encumber the Equipment;

(v) not to make any material design, alteration or improvement to the Equipment without the prior written consent of the Lessor;

(vi) to permit the Lessor, at any time upon receipt of reasonable notice, to inspect the Equipment and carry out any repairs thereon;

(vii) to take all necessary steps to ensure that the Equipment is used in accordance with all policy guidelines and manuals of the manufacturer, and not to use the Equipment in any manner contrary to the laws, regulations or bye-laws for the time being in force.

11. COVENANTS OF THE LESSOR

The Lessor hereby covenants with the Lessee as follows:

(i) that the Lessor has good title to and the right to lease the Equipment;

(ii) that the Equipment is in good working condition at the Commencement Date;

(iii) that the Lessee, observing all the terms and conditions of this Agreement, shall have quiet and peaceable possession of the Equipment throughout the Lease Term.

12. ASSIGNMENT AND SUBLETTING

The Lessee shall not let, sublet, assign, license or otherwise part with possession of the Equipment or any part thereof without the prior written consent of the Lessor.

13. RETURN OF EQUIPMENT

13.1 Upon the expiration or earlier determination of the Lease Term, the Lessee shall forthwith return the Equipment to the Lessor or the Lessor's authorised agent.

13.2 The Equipment shall be returned in the same good condition as at the Commencement Date, fair wear and tear excepted.

14. EVENTS OF DEFAULT AND TERMINATION

14.1 Each of the following shall constitute an event of default under this Agreement:

(i) if the Lessee defaults in paying any Rent or any other sum due under this Agreement;

(ii) if the Lessee fails to observe or perform any of its obligations under this Agreement;

(iii) if the Lessee becomes insolvent, is unable to pay its debts as they fall due, or any winding-up, bankruptcy or insolvency proceeding is commenced against it;

(iv) if the Lessee uses or permits the use of the Equipment in any manner contrary to its intended use and purpose;

(v) in the case of a breach capable of remedy, if the Lessee fails to remedy such breach within ________ of receipt of the Lessor's written request to do so.

14.2 Upon the occurrence of any event of default, the Lessor shall be entitled, without prejudice to any other right or remedy, to terminate this Agreement, retake immediate possession of the Equipment, and recover all Rent and other sums accrued and due as at the date of repossession together with any losses suffered by the Lessor.

15. INDEMNITY AND LIMITATION OF LIABILITY

15.1 The Lessee shall keep the Lessor fully indemnified against all liabilities, losses, damages, claims, legal costs and other expenses howsoever arising out of or in connection with the Lessee's use, operation, repair, possession or maintenance of the Equipment.

15.2 The Lessor shall not be liable for any injury, damage, penalty, claim or loss, including but not limited to legal costs or other expenses, suffered by any person and caused by the installation, manufacture, lease, possession, repair, maintenance, use or operation of the Equipment, save to the extent caused by the wilful default or gross negligence of the Lessor.

16. NO WAIVER

No failure or delay by the Lessor in enforcing strict performance of any provision of this Agreement shall operate as a waiver of, or preclude the subsequent enforcement of, that or any other provision.

17. ABANDONMENT OF LEASE

If at any time during the Lease Term the Lessee abandons the lease, the Lessor shall be entitled to retake possession of and re-let the Equipment, and the Lessee shall remain liable for all outstanding Rent and other sums which have become due and payable.

18. FORCE MAJEURE

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

20. DISPUTE RESOLUTION AND JURISDICTION

20.1 The Parties shall use their best endeavours to settle amicably any dispute arising out of or in connection with this Agreement.

20.2 Where any dispute is not resolved amicably within ________ of notification, such dispute shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023, before a sole arbitrator to be agreed by the Parties or, failing agreement, appointed in accordance with the said Act. The seat of arbitration shall be ________ and the proceedings shall be conducted in the English language.

20.3 Subject to Clause 20.2, the Parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria.

21. ENTIRE AGREEMENT

This Agreement, together with any Schedule and any document referred to herein, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, representations and understandings between them in respect of its subject matter.

22. NOTICES

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

23. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

24. AMENDMENT

No amendment, modification or variation of this Agreement shall be valid or binding unless made in writing and signed by or on behalf of both Parties.

25. STAMP DUTY

This Agreement shall be stamped in accordance with the Stamp Duties Act (Cap. S8, Laws of the Federation of Nigeria 2004, as amended), and the cost of stamping shall be borne by the ________.

26. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have executed this Agreement in the manner hereinafter appearing on the day and year first above written.

SIGNED by the within-named Lessor, ________

By: ________

Designation: ________

Signature: .........................................................................................................

in the presence of:

Name: ...............................................................................................................

Address: ............................................................................................................

Occupation: .......................................................................................................

Signature: .........................................................................................................

SIGNED by the within-named Lessee, ________

By: ________

Designation: ________

Signature: .........................................................................................................

in the presence of:

Name: ...............................................................................................................

Address: ............................................................................................................

Occupation: .......................................................................................................

Signature: .........................................................................................................