terms & conditions
PROPERTY RENTAL AGREEMENT This Property Rental Agreement (the Agreement) is made as of between Pretty Props, Inc., a New York corporation, whose principal office is located at 170 53rd street (218) Brooklyn, New York 11232 (Lessor),
WHEREAS, Lessor desires to lease to Lessee and Lessee desires to lease from Lessor certain fixtures, furnishings, and equipment (the Equipment), upon the terms and conditions set forth herein;
WHEREAS, Lessee desires to gain access to Lessors automated website systems in order to have the ability to submit purchase orders specifying the Equipment it intends to lease from Lessor, for specified time periods (each, individually, a Purchase Order, and collectively, the Purchase Orders);
THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Lessor leases to Lessee, and Lessee rents from Lessor, the Equipment described in a Purchase Order submitted by the Lessee, either online at Lessors website or in writing, upon the terms and conditions set forth in this Agreement.
2. Use; Location; Inspection
Lessee has the right to use the Equipment for any lawful purpose in its business. The Equipment will be delivered to the address indicated on the Purchase Order (the Delivery Location). Lessee agrees not to use the Equipment at any location other than the Delivery Location without Lessors prior written consent. Lessee understands and agrees that the Delivery Location will not be a location extending beyond a 500-mile radius from Lessors facilities. Lessor will have the right to inspect and photograph the Equipment at any reasonable time.
3. Initial Term
The obligations of Lessor and Lessee under this Agreement will commence upon the Effective Date specified in the Purchase Order, and will continue for the number of weeks thereafter as also specified in the Purchase Order (the Initial Term). The minimum Initial Term is 1 (one) week.
4. Rental Rate
The weekly rent for the Equipment will be the amount specified on Lessors website and on the Purchase Order covering said Equipment (the Initial Rate), on a non-pro-rated basis.
All Purchase Orders are final, and Lessee agrees and understands that no exchanges or returns of Equipment are permitted. If Lessee cancels any portion of the Purchase Order, then Lessee agrees to pay the full amount of the Purchase Order (Initial Rate over the entire Initial Term), plus 25% (Twenty Five Percent) (collectively, the Cancellation Fee). Lessee expressly acknowledges that the Cancellation Fee reflects the anticipated loss to Lessor in the event of cancellation of the Purchase Order by Lessee, and that such anticipated loss is reasonable and is not imposed as a penalty.
Lessee is required to arrange for scheduling a roundtrip delivery of the Equipment using a carrier specified on the Purchase Order (the Designated Carrier). This Designated Carrier must be fully bonded, licensed, and insured, and Lessee will provide proof thereof before Lessor will permit shipment of the Equipment, unless Lessor waives such requirement in its sole discretion. Lessee will in any event provide Lessor with the following information about any Designated Carrier it wishes to use to transport the Equipment: (a) Full company name and any DBA names (b) Length of time the Designated Carrier has been in business (c) Designated Carriers business address (d) Designated Carriers telephone and fax numbers (e) Designated Carriers DOT and MC license numbers. Lessee will arrange for retrieval of the Equipment from Lessor on or after the Effective Date after 8:30am, with delivery to be made only to the Delivery Location. Lessee will arrange for the return of the Equipment to Lessor on the Effective Date no later than 6pm.
Lessee agrees to inspect the Equipment upon delivery to Lessee by the Designated Carrier. Unless Lessee rejects the Equipment or any portion thereof, immediately upon delivery, on the basis that it does not conform to the description provided on the Purchase Order, then it will be deemed that Lessee has (a) acknowledged receipt and acceptance of the Equipment in good condition and repair, and (b) accepted it as satisfactory in all respects for the purpose of this Agreement. Lessee agrees that the person receiving the Equipment at the Delivery Location is acting as Lessees agent for the purpose of accepting, inspecting, and, if applicable, rejecting the Equipment. Lessee agrees that the Equipment will be deemed to have been inspected by Lessee or the Designated Carrier at Lessors facilities, and will be deemed to have been in good condition and repair, and satisfactory in all respects for the purpose of this Agreement, at the time of shipment to Lessee.
9. Return; Renewal Term; Renewal Rate
Upon either (i) the expiration of the Initial Term, unless prior to such expiration the Parties have mutually executed an amendment to the Purchase Order extending the Initial Term (the Renewal Term), or (ii) upon Lessees earlier termination of this Agreement, Lessee, at its own expense, will return all Equipment to Lessor through the Designated Carrier, unless Lessee requests and Lessor grants, in its sole discretion, Lessee permission to use an Alternate Carrier in accordance with the requirements and procedures specified in this Agreement. Lessee also agrees that, when the Equipment is returned to Lessor, Lessee will wrap all Equipment in the protective plastic slip covers in which they were wrapped at the time they were delivered to Lessee.
The Return of all Equipment to Lessors facilities will be completed on or before the last day of the Initial Term specified in the Purchase Order (the Return Date) or on or before the last day of the Renewal Term (the Extended Return Date), as the case may be. The Parties agree that time is of the essence of this Agreement.
Lessee will be permitted to extend the Agreement for a Renewal Term only if the Equipment is available for rent (i.e., has not already been rented by another client of Pretty Props, Inc.). Lessee agrees that all renewals will be charged on a daily basis at a renewal rate equal to 20% (Twenty Percent) of the Initial Rate (the Renewal Rate).
10. Loss or Damage
Lessee agrees that the Equipment, when returned, will be in the same condition as when delivered to Lessee. Lessee will be liable to Lessor if any portion of the Equipment is damaged or lost. Lessee will bear the entire risk of loss, theft, destruction of, or damage to the Equipment or any portion thereof (herein, Loss or Damage) from any cause whatsoever, as Lessor will determine in its sole discretion. In the event of Loss or Damage, Lessee will be responsible for the cost of repairing or cleaning the Equipment, or any portion thereof, as determined by Lessor in its sole discretion. No Loss or Damage will relieve Lessee of the obligation to pay Initial Rent or Renewal Rent, or of any other obligation under this Agreement.
If Lessee fails to return the Equipment by the end of the Initial Term or Renewal Term, as the case may be, then Lessor will have the right, with or without notice or demand upon Lessee, to pursue and enforce, successively and/or concurrently, any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor:
(a) Lessor may terminate this Agreement with respect to all or any part of the Equipment;
(b) With or without retaking the Equipment, Lessor may (1) recover from Lessee all accrued and unpaid rents and other amounts then due and owing under the terms hereof, (2) recover from Lessee from time to time all rents and other amounts as and when becoming due hereunder, and (3) accelerate and cause to become immediately due and payable all rents and other amounts due and/or likely to become due hereunder and recover from Lessee the then worth to Lessor of such amounts.
(c) Lessor may take possession of the Equipment without demand or notice, without any court order or other process of law, and without liability to Lessee for any damages (except for direct damages caused by the negligence or willful misconduct of Lessor) occasioned by such taking of possession.
(d) Pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction.
No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein, by law, by equity, by statute, or otherwise provided or permitted; but each will be cumulative of every other right or remedy given hereunder, now or hereafter existing at law, in equity, by statute, or otherwise, and may be enforced concurrently therewith or from time to time. Time and exactitude of each of the terms and conditions of this Agreement are hereby declared to be of the essence.
In any event, should Lessee fail to extend the Purchase Order in accordance with Section 9, above, and the Equipment, or any portion thereof, has not been returned to Lessor by the Return Date or Extended Return Date, as the case may be, then in addition to the remedies listed herein, Lessee agrees to pay Lessor for the Equipment, or any portion thereof, on a daily basis at a daily rate equal to the Initial Rate plus 20% (Twenty Percent) until the Equipment is returned to Lessor (the Late Payment Charge). Lessee expressly acknowledges that the Late Payment Charge reflects the anticipated loss to Lessor in the event of late payment and that such anticipated loss is reasonable and is not imposed as a penalty.
If any charge made to Lessees credit card is cancelled or dishonored by Lessees credit card company, and Lessee is still in possession of the Equipment, or any portion thereof, then Lessee agrees to pay Lessor for the Equipment, or any portion thereof, at the Initial Rate or Renewal Rate, as the case may be, plus an additional 20% (Twenty Percent) per day until the Equipment is returned to Lessor. Lessee expressly acknowledges that this charge reflects the anticipated loss to Lessor in the event of Lessors inability to process Lessees credit card payment, and that such anticipated loss is reasonable and is not imposed as a penalty.
12. Title; Personal Property
The Equipment is, and will at all times remain, the property of Lessor. The Equipment is, and will at all times remain, personal property notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to real property or any improvements thereon.
13. No Warranty
LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT AS IS.
14. Non-Cancelable Lease; Lessees Obligations Absolute
This Agreement cannot be canceled or terminated except as expressly provided herein. Lessee acknowledges and agrees that Lessees obligation to pay all sums payable hereunder, and the rights of Lessor in and to such payments, will be absolute, unconditional, and will not be subject to any abatement, reduction, setoff, defense, counterclaim or recoupment due to or alleged to be due to, or by reason of, any past, present or future claims which Lessee may have against Lessor for any reason whatsoever including, without limitation, the loss, damage, defect, or malfunction of any Equipment or portion thereof, or Lessees inability to use the same from any cause whatsoever.
15. Maintenance; Alterations
Lessee, at its own cost and expense, will keep the Equipment in good repair, condition, and working order; will use the Equipment lawfully; and will not alter the Equipment in any manner whatsoever.
16. General Indemnity
Lessee will indemnify Lessor and its agents, employees, and affiliates, against and hold Lessor harmless from any and all claims, actions, damages including reasonable attorneys fees, obligations, liabilities, and liens (including any of the foregoing arising or imposed under the doctrine of strict liability in tort or product liability), arising out of the manufacture, purchase, lease, ownership, possession, operation, condition, return, or use of the Equipment or by operation of law, excluding, however, any of the foregoing resulting from the gross negligence or willful misconduct of Lessor. Lessee agrees that upon written notice by Lessor of the assertion of such a claim, action, damage, obligation, liability, or lien as described in the preceding sentence, Lessee will assume full responsibility for the defense thereof.
Lessee will not be liable to Lessor for incidental, consequential, special, punitive, or exemplary damages of any kind, including lost profits, or other economic damage, arising from the use of the Equipment or any portion thereof, and acknowledges that such voluntary risk allocation is a material part of the bargain between the Parties, and that the economic and other terms of this Agreement were negotiated and agreed to by the Parties in reliance on such voluntary risk allocation.
Without Lessors prior written consent, Lessee will not assign, transfer, pledge, hypothecate, or otherwise dispose of this Agreement, the Equipment, or any interest therein, or sublet or lend the Equipment or any portion thereof, or permit it to be used by anyone other than Lessee or Lessees employees.
18. Governing Law; Venue
This Agreement will be interpreted and enforced under the laws of the State of New York, without application of its conflicts or choice of law rules. The Parties irrevocably submit to the jurisdiction of the state and federal courts located in Brooklyn, New York for any action or proceeding regarding this Agreement, and the Parties waive any right to object to the jurisdiction or venue of the courts in Brooklyn, New York.
19. Attorneys Fees
If any dispute between the parties to this Agreement arises out of the subject matter of this Agreement and should result in litigation, or if enforcement of any aspect of this Agreement becomes necessary, then the prevailing party in such dispute or enforcement will be entitled to recover from the non-prevailing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement including, without limitation, reasonable attorneys fees and expenses which will include, without limitation, all fees, costs, and expenses of appeals.
20. Amendment and Waiver
This Agreement may not be amended or terminated except by an instrument in writing signed by the Parties hereto. No provision of this Agreement and no right or obligation under this Agreement may be waived except by an instrument in writing signed by the Party waiving the provision, right, or obligation in question.
21. Counterparts and Signature This Agreement may be executed through the use of separate signature pages or in any number of counterparts, all of which taken together will be deemed one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. A faxed or electronically mailed signature will also be deemed an original.
22. Binding Effect
The terms of this Agreement will be binding upon and inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors, and permitted assigns.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
If at any time after the date of execution of this Agreement, any court of competent jurisdiction holds that any provision of this Agreement is illegal, void, or unenforceable, then such provision will be of no force and effect. However, the illegality, voidability, or unenforceability of such provision will have no effect upon, and will not impair, the enforceability of any other provision of this Agreement.
The headings to each Section of this Agreement have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.