Rental of Goods Agreement - Template, Sample Form Pro · PH-law

CONTRACT OF LEASE OF MOVABLE PROPERTY

(Rental of Good Agreement)

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease of Movable Property (the “Agreement”), executed pursuant to and governed by Articles 1642 to 1688 and the related provisions of the Civil Code of the Philippines (Republic Act No. 386), is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, by and between:

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, with Taxpayer Identification Number ________, represented in this act by its duly authorized representative ________, by virtue of a Board Resolution/Secretary’s Certificate dated ________, hereinafter referred to as the “Provider”;

- and -

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, with Taxpayer Identification Number ________, represented in this act by its duly authorized representative ________, by virtue of a Board Resolution/Secretary’s Certificate dated ________, hereinafter referred to as the “Renter”.

The Provider and the Renter shall be referred to individually as a “Party” and collectively as the “Parties”.

WITNESSETH: That —

WHEREAS, the Provider is the absolute and lawful owner of, and has the full right and authority to lease, a certain movable property described below;

WHEREAS, the Renter desires to lease such movable property from the Provider, and the Provider is willing to lease the same to the Renter, under the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and stipulations hereinafter set forth, the Parties hereby agree as follows:

Art. I. LEASED GOOD

§ 1.1. The Provider hereby leases to the Renter, and the Renter hereby leases from the Provider, the following movable property (the “Good”):

________

§ 1.2. The transaction between the Provider and the Renter, including any services relating to the lease of the Good, shall hereinafter be referred to as the “Rental”.

Art. II. SERVICES PROVIDED

§ 2.1. The Provider shall deliver the Good to the Renter at the Start Time on the Start Date, as herein defined, at the following address:

________

§ 2.2. The Provider shall also render the following services (the “Services”):

________

Art. III. DURATION OF THE RENTAL

§ 3.1. The Rental shall commence on ________ (the “Start Date”) and shall end on ________ (the “End Date”) (the period from the Start Date to the End Date being the “Rental Period”).

§ 3.2. The Renter shall acquire possession of the Good at the following time on the Start Date: ________ (the “Start Time”), and shall return the Good at the following time on the End Date: ________ (the “End Time”).

§ 3.3. There shall be no implied renewal of this Agreement. Any continuation or extension of the Rental Period shall require the prior written agreement of the Parties; otherwise, the provisions on tacit renewal under Articles 1670 and 1682 of the Civil Code are hereby expressly waived.

Art. IV. RENTAL PRICE AND FEES

§ 4.1. The Renter shall pay the Provider a flat rental fee of ________ (₱________) for the lease of the Good (the “Rental Price”).

§ 4.2. The Renter shall pay a delivery fee of ________ (₱________) (the “Delivery Fee”).

§ 4.3. The Renter shall pay a service fee of ________ (₱________) (the “Service Fee”).

§ 4.4. Should the Good not be returned to the Provider by the End Time on the End Date, the Renter shall pay a late fee of ________ (₱________) for each ________ of delay, without prejudice to the other rights and remedies of the Provider under this Agreement and applicable law.

§ 4.5. The Rental Price, the Delivery Fee, and the Service Fee shall be paid on ________.

Art. V. SECURITY DEPOSIT

§ 5.1. The Renter shall pay a security deposit of ________ (₱________) (the “Deposit”) to guarantee the Renter’s full and faithful performance of the terms and conditions of this Agreement and as security for any damage to or loss of the Good, or any loss suffered by the Provider in connection with this Agreement, caused by the Renter or by any director, employee, officer, representative, or contractor of the Renter.

§ 5.2. The Provider may apply part or all of the Deposit to compensate for any damage or loss as described above. The Provider’s right to apply the Deposit in accordance with this Article is cumulative and is in addition to any other rights, remedies, or powers which the Provider may otherwise have, and nothing herein shall reduce, extinguish, postpone, restrict, or otherwise limit any such other right, remedy, or power.

§ 5.3. In the event that the Rental is cancelled by the Renter, the Deposit may be forfeited and retained by the Provider, at the Provider’s sole and exclusive discretion, to the extent necessary to indemnify the Provider for any loss arising from such cancellation.

§ 5.4. The Deposit shall not form part of, and may not be applied as payment for, the Rental Price or any other fees.

§ 5.5. Upon completion of the Rental and return of the Good in the condition required herein, the Deposit shall be returned to the Renter, less any lawful deductions for loss, damage, unpaid amounts, or other liabilities of the Renter under this Agreement.

§ 5.6. The Deposit shall be due on ________.

Art. VI. OTHER COSTS

§ 6.1. In addition to the payment obligations set forth in this Agreement, the Renter shall pay the following:

________

§ 6.2. Payments under this Article shall be made as follows:

________

Art. VII. TAXES

§ 7.1. The Rental Price and all other fees, if any, are exclusive of any applicable taxes.

§ 7.2. Unless otherwise agreed upon by the Parties in writing, any applicable taxes, including value-added tax (VAT) under the National Internal Revenue Code of 1997, as amended, on the Rental and other fees shall be for the account of the Renter, provided that any creditable withholding tax required by law shall be withheld and remitted by the Renter to the Bureau of Internal Revenue, and the corresponding certificate (BIR Form 2307) furnished to the Provider.

Art. VIII. PAYMENT

§ 8.1. The Renter shall pay the Rental Price and all other amounts due under this Agreement as follows:

________

§ 8.2. All payments shall be made in Philippine currency, which is the legal tender of the Republic of the Philippines.

Art. IX. INSPECTION AND USE OF THE GOOD

§ 9.1. The Renter acknowledges that it has had the opportunity to fully inspect the Good and has found the same to be suitable for the purpose required.

§ 9.2. The Renter shall use the Good for lawful purposes only and in a manner that complies with this Agreement and with all applicable laws, ordinances, rules, and regulations relating to the possession, use, or maintenance of the Good. The Renter shall at all times use the Good in a manner that does not unnecessarily endanger any person or property, and shall observe the diligence of a good father of a family in the care and preservation of the Good, as required under Article 1163 of the Civil Code.

§ 9.3. The Renter shall not permit any person other than an employee of the Renter to use or operate the Good, unless the operation of the Good forms part of the Services of the Provider, in which case only the Provider or its employees, agents, or representatives shall operate the Good.

§ 9.4. The Renter understands and accepts the risks associated with the use, operation, storage, repair, or maintenance of the Good, including any direct or indirect risks of injury, loss, or damage to any property or person, and takes full responsibility for ensuring that no such injury, loss, or damage occurs in connection with the Rental or with the Renter’s use, operation, storage, repair, or maintenance of the Good.

§ 9.5. The Renter shall immediately notify the Provider should the Good become unsuitable or unsafe for use, in which case the Renter shall immediately discontinue use and the Provider shall replace the same if possible. In no case, however, shall the Provider be liable for any damage, delay, or incidental or consequential damages caused by any interruption of use of the Good.

§ 9.6. The Renter shall take all reasonable precautions and steps to avoid loss, damage, or destruction of the Good for the duration of the Rental Period.

Art. X. RESTRICTIONS

§ 10.1. The Renter shall not lend, sublet, sub-rent, assign, pledge, sell, mortgage, or otherwise dispose of or encumber the Good, except as expressly permitted in writing by the Provider. Consistent with Article 1649 of the Civil Code, the Renter shall not sublease the Good without the Provider’s prior written consent.

§ 10.2. The Renter shall not modify, alter, or disassemble the Good except with the Provider’s prior written consent.

Art. XI. SURRENDER OF GOOD

§ 11.1. The Renter shall surrender the Good at the End Time, or upon the termination of this Agreement for any reason, in good and working condition and in the same condition as on the Start Date, save for ordinary wear and tear, by delivering the same to the following address:

________

§ 11.2. The Renter shall bear all costs and expenses of the surrender of the Good and shall do all things necessary or reasonably required by the Provider to enable the Provider to take possession of the Good.

Art. XII. RISK OF LOSS

§ 12.1. The risk of loss of and damage to the Good shall pass to the Renter at the date and time when the Renter takes actual possession of the Good and shall remain with the Renter until the Good is returned to the Provider, unless such loss or damage is caused by the Provider or its directors, employees, representatives, or agents. The burden of proof as to the cause of any loss or damage shall be on the Renter.

§ 12.2. The Renter shall be responsible for any damage to or loss of the Good and hereby agrees to pay the Provider the full cost of any repair and/or replacement. The Provider shall reasonably assess such cost and shall provide the Renter with an invoice payable immediately upon receipt.

Art. XIII. PROVIDER ACCESS TO GOOD

§ 13.1. The Provider may enter any property or premises where the Good may be in use in order to inspect or remove the Good, upon reasonable notice to the Renter, except that no notice shall be required in case of emergency.

Art. XIV. OWNERSHIP AND CLASSIFICATION

§ 14.1. The Good is and shall at all times remain the personal and movable property of the Provider, notwithstanding its installation or use by the Renter upon any building or parcel of land. No installation, attachment, or use of the Good by the Renter shall be deemed to convert the Good into immovable property or to vest in the Renter any right of ownership over the Good.

Art. XV. DISCLAIMER OF WARRANTY

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Art. XVI. INDEMNIFICATION

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Art. XVII. DEFAULT

§ 17.1. Each of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

(a) the Renter fails to pay the Rental Price, the Deposit, or any other amount due under this Agreement on its due date;

(b) the Renter fails to return the Good at the End Time on the End Date or upon the termination of this Agreement;

(c) the Renter breaches or fails to perform or observe any of the terms, conditions, covenants, or obligations contained in this Agreement;

(d) the Renter uses the Good for any unlawful purpose or in a manner not permitted by this Agreement; or

(e) the Renter becomes insolvent, is declared bankrupt, or is subjected to any proceeding for insolvency, dissolution, rehabilitation, or liquidation.

Art. XVIII. CONSEQUENCE OF DEFAULT

§ 18.1. In case of an Event of Default, the Provider may, in accordance with Article 1191 of the Civil Code, choose between the fulfillment or the rescission of this Agreement, with the payment of damages and interest in either case. The Provider may demand rescission even after having chosen fulfillment, if the latter should become impossible.

§ 18.2. Where applicable, the Renter shall be deemed in default and incur liability for delay only from the time the Provider judicially or extrajudicially demands fulfillment of the obligation, in accordance with Article 1169 of the Civil Code.

Art. XIX. EFFECT OF TERMINATION

§ 19.1. Upon termination of this Agreement due to an Event of Default, the Provider may take possession of the Good and lease the same to a third party (the “New Renter”), and may withhold some or all of the Deposit in accordance with this Agreement.

§ 19.2. The Renter shall remain liable to pay any unpaid Rental Price, including the portion of the Rental Price corresponding to the remainder of the Rental Period after the date of termination (the “Remaining Rental Period”), as well as any costs and expenses relating to the taking of possession and re-leasing of the Good and any costs or expenses associated with the Event of Default.

§ 19.3. Provided, that if the Provider is able to re-lease the Good to a New Renter, the liability of the Renter for the Rental Price for the Remaining Rental Period shall be reduced by an amount equal to the rent actually recovered by the Provider from the New Renter for the same period.

Art. XX. FORCE MAJEURE

§ 20.1. Neither Party shall be liable to the other for failure to perform any obligation due to causes beyond its reasonable control, including but not limited to fortuitous events, acts of God, acts of civil or military authorities, riots, embargoes, epidemics, natural calamities, and other events which, though foreseen, could not be avoided, in accordance with Article 1174 of the Civil Code. The affected Party shall promptly notify the other Party of the occurrence of any such event.

Art. XXI. ASSIGNMENT

§ 21.1. This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party.

Art. XXII. DATA PRIVACY

§ 22.1. The Parties shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission with respect to any personal information collected, used, or processed in connection with this Agreement, and shall implement reasonable and appropriate organizational, physical, and technical security measures to protect such personal information and process the same only for purposes consistent with this Agreement.

Art. XXIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

§ 23.1. The Parties agree to execute such other documents and perform such other acts as are reasonable and necessary for the proper implementation of this Agreement.

Art. XXIV. APPLICABLE LAW AND VENUE

§ 24.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

§ 24.2. The Parties agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively before the competent courts of ________, to the exclusion of all other venues.

Art. XXV. WAIVER

§ 25.1. The failure of either Party to insist, in one or more instances, upon the strict performance of any of the terms of this Agreement, or to exercise any right herein contained, shall not be construed as an abandonment, cancellation, or waiver of such term or right. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any term or provision shall constitute a waiver of any other term or provision or of the same provision on a future date.

Art. XXVI. COUNTERPARTS

§ 26.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If the dates appearing beside the signatures differ, this Agreement shall be effective as of the date on which the last Party signed.

Art. XXVII. SEVERABILITY

§ 27.1. Should any provision of this Agreement be declared invalid or unenforceable, the validity of the remaining provisions shall not be affected, and such remaining provisions shall continue in full force and effect as if the invalid or unenforceable provision had been excluded.

Art. XXVIII. CUMULATIVE RIGHTS

§ 28.1. The rights of the Parties under this Agreement and under the law are cumulative and shall not be construed as exclusive, unless otherwise required by law.

Art. XXIX. HEADINGS

§ 29.1. The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision hereof.

Art. XXX. SUCCESSORS AND ASSIGNS

§ 30.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Art. XXXI. ENTIRETY OF AGREEMENT

§ 31.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written, relating to the subject matter hereof.

Art. XXXII. AMENDMENTS AND MODIFICATIONS

§ 32.1. This Agreement may be amended or modified only by a written instrument duly signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Provider

By:

________
Authorized Representative

________
Renter

By:

________
Authorized Representative

SIGNED IN THE PRESENCE OF:

________              ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES    )
PROVINCE OF ________    )
CITY/MUNICIPALITY OF ________    ) S.S.

BEFORE ME, a Notary Public for and in the City/Municipality of ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, representing the Provider, with the following competent evidence of identity: Driver’s License with number ________ which expires on ________; and

2. ________, representing the Renter, with the following competent evidence of identity: Driver’s License with number ________ which expires on ________.

all known to me and to me known to be the same persons who executed the foregoing Contract of Lease of Movable Property consisting of ________ pages, including this page on which this Acknowledgment is written, and who represented to me that they are duly authorized to execute the same on behalf of their respective corporations, and they acknowledged to me that the same is their free and voluntary act and deed, as well as that of the corporations they respectively represent.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

________
Notary Public

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.