Standard Terms and Conditions | Bakers and Chefs Food Equipment

STANDARD TERMS AND CONDITIONS FOR EQUIPMENT LEASING AGREEMENT

These standard terms and conditions (collectively the “Terms”) stated here below, together with the Equipment Leasing Agreement and its Schedule, collectively constitute the agreement entered into between BCFE and the Lessee (“the Agreement”) :

1. INTERPRETATION

In construction of the terms and conditions of this Agreement (unless the context otherwise requires):

(a) “Agreed Purchase Price” means the amount (excluding GST) payable to BCFE by the Lessee to purchase the Equipment from BCFE, which will be as specified in the Agreement's Schedule hereto with reference to specific timing, or if not specified in the Agreement’s Schedule, then as set by BCFE from time to time in its absolute discretion;

(b) "BCFE" means Bakers and Chefs Food Equipment Pte Ltd, a company incorporated in the Republic of Singapore, with its registered address at 469Macpherson Road #01-01 Singapore 368186;

(c) “Authorised Signatory” means each and any person who is authorised by the Lessee to act on behalf to commit to binding agreements;

(d) “Cancellation Fee” means the cancellation fee payable in the event the Lease is cancelled before the Equipment is/are delivered;

(e) “Date of Agreement” means the date on which the Equipment Leasing Agreement was executed;

(f) “Delivery Date” means date of delivery of Equipment as specified in the Delivery Order;

(g) “Deposit” means the amount retained by BCFE and as specified in the Schedule or such other amount as varied by BCFE from time to time pursuant to Clause 6;

(h) “Direct Debit Arrangement” means the standing instruction to the Lessee’s bank to allow BCFE to directly deduct money from the Lessee’s account as part of the contractual arrangement agreed hereto;

(i) “Equipment" means the equipment listed in the Schedule hereto;

(j) “GST” means Goods and Services Tax;

(k) “Guaranteed Obligations” means the performance and observance by the Lessee and/or the Guarantor of all the terms and conditions on the part of the Lessee under the Agreement

(l) “Guarantor” means each and any person signing the Letter of Guarantee who will jointly and severally guarantee that all obligations in the Agreement are performed and met accordingly;

(m) “Installation Site” means the premise in which the Equipment is to be installed as specified in the Schedule or such other premise as approved by BCFE in writing from time to time;

(n) “Interest Rate” means the interest charges on all overdue payments, including but not limited to Rent, liquidated damages and all payments due from the Lessee to BCFE;

(o) “Lease” means the leasing of the Equipment by the Lessee from BCFE under the Agreement;

(p) “Lease Commencement Date” means the date of delivery of the Equipment as specified in the Schedule;

(q) “Lease Expiration Date” means the date on which the Agreement expires as set out in the Schedule hereto or on termination pursuant to the terms of this Agreement;

(r) “Lessee” means the party renting the Equipment as specified in the Agreement hereto, and its representatives, officers, agents and employees;

(s) “Letter of Guarantee” means the document to be executed in the form as set out under Annex A to ensure that BCFE gets paid for the services it provides to the Lessee, in the event that the Lessee itself is unable to pay;

(t) “Parties” means BCFE and the Lessee;

(u) “Post-Term Weekly Lease” means the continual lease of the Equipment upon the completion of the Term of the Agreement;

(v) “Purchase Option” means the Lessee’s election to purchase the Equipment on terms as set out under Clause 11;

(w) “Recovery Value” means the amount (excluding GST) payable to BCFE by the Lessee to reimburse BCFE for its loss of the Equipment, which will be the Written Down Value of the Equipment at the material time, as evidenced from a statement in writing issued by BCFE and signed by an authorised officer of BCFE, and such a statement will be conclusive evidence of the Written Down Value at the material time and of all matters set out in the statement;

(x) “Rent” means the amount of rent payable by the Lessee, and “Minimum Rent” shall be as defined under Clause 4.2 herein below;

(y) “Rental Rebate Rate on Purchase” means the rebate rates as set out under the Schedule hereto given by BCFE when the Equipment is purchased by the Lessee;

(z) “Schedule” means the Schedule contained in the Equipment Leasing Agreement, and which forms part of the Agreement;

(aa) “Standard Payment Day” means the day of the week that the Lease Commencement Date fell on as specified in the Agreement‘s Schedule;

(bb) “Term” means the period from the Lease Commencement Date until the Lease Expiration Date, and “Minimum Term” shall be as defined under Clause 3.1 herein below;

(cc) “Weekly Rent” means the amount of the total weekly rent specified in the Agreement's Schedule;

(dd) “Written Down Value” means the amount representing the Agreed Purchase Price (excluding GST) less depreciation at the depreciation rate determined by BCFE at its sole discretion, to the extent allowed by all applicable law and regulation including that of the Inland Revenue Authority of Singapore.

1.2 Clause, Annex and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedule form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedule.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. EQUIPMENT LEASING

2.1 The Equipment Leasing Agreement is concluded pursuant to these Terms which set out the conditions according to which BCFE will convey to the Lessee the right to use, at the Installation Site, the Equipment, specified in the Schedule, whereby all title, rights and interests in the Equipment shall remain vested with BCFE. In return for payment of the Weekly Rent, the Lessee is entitled and obligated to use the Equipment according to the Terms herein.

2.2 The Agreement shall be effective from the Date of Agreement (the "Agreement") and shall remain in full force and effect until its expiration or earlier termination pursuant to the Terms herein or by law.

3. LEASE TERM

3.1 The Term starts on the Lease Commencement Date and shall continue until the Lease Expiration Date or as further renewed in accordance with this Agreement. The Term of fifty two (52) weeks from the Lease Commencement Date constitutes the minimum Term (“Minimum Term”) and shall not be abridged and may not be terminated except in the limited circumstances as stated in the Agreement.

3.2 The Lessee may wish to extend the period of this Agreement for a further thirteen (13) weeks from the Lease Expiration Date. Any such extension will be notified to BCFE in writing at least four (4) weeks prior to the Lease Expiration Date, failing which, the Lessee is deemed to have rejected any renewal of this Agreement and BCFE shall be entitled to exercise its rights pursuant to Clause 20 to the extent applicable, on the expiry of Term.

3.3 Renewal of this Agreement pursuant to Clause 3.2 herein shall be governed by all the Terms herein stated.

4. LEASE PAYMENT, INTEREST ON OVERDUE PAYMENTS & OTHER CHARGES

4.1 The Lessee shall pay Rent to BCFE during the Term in the following manner:

(a) the first four (4) weekly payments of the Weekly Rent is to be made on or before the signing of this Agreement;

(b) all remaining weekly payments of the Weekly Rent are to be made by the Standard Payment Day of each week for the remainder of the Term;

4.2 The total amount of Rent payable during the Minimum Term by weekly payments of the Weekly Rent is the minimum amount of rent (“Minimum Rent”) payable by the Lessee to BCFE for the lease of the Equipment, and the Minimum Rent is payable even if the Lessee returns the Equipment to BCFE before the Lease Expiration Date or the Equipment is damaged beyond repair, or is lost or stolen during the Minimum Term. Payment of the Minimum Rent is made an exception only in the event the Lessee pays BCFE the Agreed Purchase Price to purchase the Equipment from BCFE pursuant to the Agreement before the Lease Expiration Date of the Minimum Term, whereupon the Rental Rebate Rate on Purchase will be provided to the Lessee on the terms as set out in the Schedule.

4.3 The Lessee shall during the Term punctually pay to BCFE without demand free of any deductions whatsoever the periodic Rent set out in the Schedule hereto which shall be payable in advance unless otherwise stipulated.

4.4 All payments of Rent shall be made to BCFE. The time of payment shall be essence of the Agreement. Nothing shall be taken to prevent the accrual of rent during the period of Lease or any renewal or extension thereof.

4.5 The Lessee shall pay the Rent in Singapore Dollars and payment shall be made by Direct Debit Authorisation or GIRO arrangement. The Lessee shall under no circumstance terminate the Direct Debit Authorisation or GIRO arrangement during the Term without the written authorisation of BCFE, and in the event the Lessee so terminates the Direct Debit Authorisation or GIRO arrangement, the Lessee irrevocably authorises and agrees for BCFE to enter the Installation Site at any time in order to gain access to the Equipment for the purpose of removing and recovering possession of the Equipment. Direct Debit Authorisation or GIRO termination constitutes an emergency and no prior notice shall be given by BCFE to exercise its right of re-entry.

4.6 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.7 Without prejudice to any other rights which BCFE may have hereunder:

(a) the Lessee shall pay on all overdue Rent or other charges interests at the rate of 1.5% per month, calculated on a daily basis from the respective due dates until full payment is received.

(b) BCFE reserves its rights to apply any monies received from the Lessee firstly towards the satisfaction of such interest.

5. CUSTODY AND USE OF THE EQUIPMENT

5.1 The Lessee acknowledges and agrees that it does not have any title, right, property or interest in the Equipment save the right to possession and use of the Equipment subject to the Terms of this Agreement as a bailee, and except as provided in the Agreement.

5.2 The Lessee agrees:

(a) not to present or hold itself out to be the owner of the Equipment or do or carry out any act, matter or thing to be done whereby the Lessee may appear or be reputed to be the owner of the Equipment and to keep the Equipment under its personal control during the Term (and any Post-Term Weekly Lease or holding over);

(b) not to (or attempt to):

(i) sell, assign, sub-let, pledge, mortgage, charge, encumber, part with possession or control of the Equipment or otherwise deal with the Equipment in any way or any part thereof or any interest therein or create or permit to create any lien on such Equipment whether repairs or otherwise that would adversely affect BCFE’s ownership of the Equipment or BCFE's interests in the Agreement, without BCFE's prior written consent given pursuant to the Agreement;

(ii) sell, mortgage, charge, demise, sub-let or otherwise dispose of any land or building (including the Installation Site) on or in which the Equipment is stored or housed or enter into or execute any contract, deed or instrument to do or carry out any of the aforesaid acts unless prior written notice of at least six (6) weeks is given and received by BCFE and the Lessee shall ensure and procure such sale, mortgage, charge, demise, sub-lease or other disposition of the Equipment is made subject to the rights of BCFE in respect of the Equipment under this Agreement including but not limited to the rights of BCFE to repossess and recover the Equipment at any time (whether such Equipment shall be affixed or attached to such land or building) and to enter to such land or building for this purpose and as an additional obligation without prejudice to any other rights or remedies BCFE may have against the Lessee, the Lessee shall keep BCFE fully indemnified against all loss, damages , costs (including but not limited to legal costs on a full indemnity basis, costs of removal of the Equipment and repair and/or reinstatement of such land or building in which the Equipment is stored or housed), expense, claims or proceedings (whether by the proprietor, mortgagee of such land or building or any other party) and whatsoever that BCFE may suffer and/or incur as a result of or arising from the Lessee's affixation, attachment and/or removal of such Equipment to or from such land or building.

(d) not to alter the Equipment or alter or deface any identifying number, name or mark on the Equipment;

(e) to comply with all statutory, governmental and other legal requirements (including workplace health and safety and environmental legislation) and to maintain all permits, licenses, approvals and/or authorisation required in relation to the operation of the Equipment, including relating to (without limitation):

(i) the Equipment itself;

(ii) the possession and use of the Equipment;

(iii) the Installation Site; and

(iv) the occupation and use of the Installation Site, particularly in relation to the use of the Equipment at the Installation Site; and

(f) to protect the Equipment from any distress, execution or seizure and shall indemnify BCFE against all losses, costs, charges, damages and expenses incurred by BCFE as a result of the Lessee's failure to do so.

5.3 The Lessee undertakes:

(a) to maintain the Equipment as per Clause 15;

(b) to use and operate the Equipment in a proper and prudent manner and ensure that only duly qualiﬁed competent agents, servants and employees are allowed to use and operate the Equipment;

(d) at all times keep the Equipment in the Lessee’s power, custody, possession and control. The Lessee shall not take or send or use the Equipment or permit the Equipment to be taken, sent out of or used out of Singapore;

(e) to notify BCFE immediately if any person attempts to seize the Equipment;

(f) to make the Equipment available for inspections, examination and testing by BCFE upon reasonable prior written notice by BCFE;

(g) to ensure that the Equipment is at all times stored safely and protected from theft, loss or damage (as far as it is practicable);

(h) not to cause or do or permit anything which is likely to endanger the safety or condition of the Equipment or which would adversely affect BCFE‘s interests in the Equipment; and

(i) to use its best endeavours to do everything necessary to protect the rights of BCFE in the Equipment.

5.4 The Lessee must notify its agents, servants and employees of the Lessee's obligations and undertakings in the Agreement.

5.5 The Lessee will notify any person attempting to seize the Equipment or any part of it of:

(a) BCFE's ownership of the Equipment and BCFE‘s interest in the Agreement;

(b) the extent of the Lessee's interest in the Equipment; and

(c) that the Lessee is obliged to keep the Equipment under its personal control during the Term and that the Lessee is subject to the restrictions in Clause 5.

5.6 The Lessee will, if requested by BCFE, place and keep displayed on the Equipment a notice in plain and legible print that BCFE is the owner of the Equipment and a statement of the restrictions upon the Lessee contained in Clause 5.

5.7 The Lessee acknowledges that BCFE shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees, agents and contractors, and the Customer undertakes to indemnify BCFE on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Lessee to comply with the terms of this Agreement.

6. DEPOSIT

6.1 The Lessee shall pay to BCFE a Deposit in the sum as set out in the Schedule as security for the performance of the Lessee's obligations under the Agreement (hereinafter called "the Deposit").

6.2 The Deposit shall not bear any interest.

6.3 In the event of any default by the Lessee in the payment of the Lease or (without limitation) the payment of any money or the observance or performance of any other obligation on the part of the Lessee contained or implied in the Agreement, BCFE will be entitled to claim from and apply the whole or proportionate part of the Deposit held by it to compensate BCFE for the loss suffered directly or indirectly by BCFE as a result of the default by the Lessee and such claim will not constitute a waiver of any such default by the Lessee.

6.4 A claim on the Deposit may include (without limitation):

(a) the cost of repair of damage to the Equipment;

(b) the cost of any necessary replacement of parts of the Equipment;

(d) the cost of cleaning the Equipment:

(e) the amount of the loss of Lease;

(f) the costs for transport and storage;

(g) the costs for arranging the return of the Equipment BCFE; and

(h) the amount of any other money payable under the Agreement, including without limit to any unpaid Weekly Rent.

6.5 BCFE is entitled to require the Lessee to pay an additional amount BCFE as security for the performance of the Lessee's obligations under the Agreement in order to cover any amount claimed and applied from the Deposit held by BCFE and to cover any increase in the required amount of the Deposit pursuant to Clause 6. The Lessee must pay the additional amount so required within fourteen (14) days of any request as an essential term of this Agreement.

6.6 If after the end of Lease (and any holding over period), all obligations of the Lessee under the Agreement in respect of the Lease are discharged and satisfied, BCFE must return the Deposit held by BCFE to the Lessee or at the Lessee‘s direction (to the extent not resorted to).

6.7 Upon the expiration the Agreement or any extension or renewal thereof, provided the Lessee has observed and performed all the obligations on part of the Lessee hereunder and has discharged all the Lessee's liabilities to BCFE, BCFE shall refund any then remaining balance of the deposit (without interest) to the Lessee.

7. GUARANTEE

7.1 In consideration of BCFE at the request of the Guarantor, leasing the Equipment to the Lessee upon the terms herein, the Guarantor guarantees to BCFE:

(a) the due and punctual payment by the Lessee of the Rent in accordance with the terms of the Agreement;

(b) the due and punctual payment by the Lessee of every other amount payable by the Lessee under the Agreement; and

and a guarantee on the foregoing terms in Annex A shall be procured by the Lessee to be signed by the Guarantor before the Date of the Agreement, and shall remain valid throughout the Term and during any Post-Term Weekly Lease or holding over period.

7.2 The guarantee shall continue until all the Rent and other amounts payable pursuant to the Agreement have been paid and until all obligations on the part of the Lessee under the Agreement have been performed, observed and satisfied and the guarantee shall not be avoided or discharged by:

(a) the granting of anytime concession or indulgence by BCFE;

(b) the making of any composition with BCFE;

(d) the avoidance (by statute or for any other reason whatsoever) of any payment due to BCFE by or on behalf of the Lessee;

(e) any moratorium arising from any statute or order of any court or any other stay or suspension of all or any of the rights and remedies of BCFE;

(f) the waiver of any breach or default of the Lessee by BCFE;

(g) the neglect or forbearance of BCFE to enforce the terms and conditions of this Contract or of this guarantee;

(h) the release or discharge by BCFE of any other Guarantor;

(i) any assignment of the rights of BCFE under the Agreement; or

(j) any other fact, matter, act or thing.

7.3 In the event that the Agreement becomes unenforceable by BCFE against the Lessee by reason of any legal disability, this guarantee shall be construed as an indemnity and BCFE shall be indemnified and to continue to be indemnified in respect of every failure of the Lessee to pay the Rent and other amounts payable in accordance with the terms and conditions of the Agreement in respect of every failure of the Lessee to observe and perform all other terms and conditions contained in the Agreement.

7.4 The indemnity in Clause 7 shall extend to all losses, damages, costs (including legal), expenses and all other liabilities which may be incurred by BCFE in connection with any matter contained in the Agreement or by reason of any breach, failure or default by the Lessee in performing or observing all the terms and conditions on the part of the Lessee under the Agreement.

7.5 All dividends, compositions and payments received by BCFE from the Lessee or from the Lessee's estate, whether in bankruptcy, liquidation or otherwise, must be taken and applied by BCFE as payments without there being any deduction in respect of any claim arising under this guarantee. The Guarantor’s right to be subrogated to BCFE in respect of this guarantee does not arise until BCFE has received the full amount of all of BCFE's claims against the Lessee.

7.6 The Lessee shall take all steps necessary to ensure that:

(a) this guarantee is enforceable against the Guarantor notwithstanding that any negotiable or other securities referred to in this guarantee, or to which it extends or is applicable, are outstanding or in circulation at the time of proceedings taken against the Guarantor under this guarantee;

(b) no changes in the constitution of BCFE or the Lessee can impair or discharge the Guarantor‘s liability under this guarantee;

(c) in order to give effect to this guarantee, the Guarantor declares that BCFE is at liberty to act as though the Guarantor were the Lessee (within the limits of this guarantee) and the Guarantor waives all and any of its rights as guarantor which may at anytime be inconsistent with any of the foregoing provisions regardless of whether any demand, written or otherwise, has been made upon the Lessee to pay the amounts owing under the Agreement. The Guarantor will not be entitled to call upon BCFE to establish that the Lessee is in default under the Agreement and the amounts owing will be payable unless the Guarantor establishes that no default has occurred under the Agreement;

(d) This guarantee binds each of the persons executing as a Guarantor in the Guarantee Agreement notwithstanding that one or more of them may not execute or may not be bound by this guarantee or may subsequently execute this guarantee;

(e) This guarantee will continue to be effective or will be reinstated, as the case may be, if at any time the whole or any part of any payment or satisfaction of the whole or any part of any of the Guaranteed Obligations:

(i) is avoided by the operation of any law; or

(ii) must be repaid or restored by BCFE or any other recipient of that payment, or beneficiary of that satisfaction, to the Lessee or Guarantor by reason of preference or for any other reason whatever, and that payment or satisfaction is deemed not to have discharged any of the Guaranteed Obligations or part of them, as if that payment or satisfaction had not been made.

7.7 The Lessee expressly authorise and permit BCFE to obtain as often as BCFE so requires any statement of account and/or payout ﬁgure from any mortgagee or security holder to enable the enforcement by BCFE of any order, judgment or right under the Agreement

8. TAXES

8.1 If any goods and services tax or any other taxes, levies or charges whatsoever is required to be payable by law on any sums payable to or received by or costs or expenses incurred by BCFE or any other matters under or relating to this Agreement, the same shall be borne by the Lessee and if unpaid on demand shall be deemed as part of the debt due and owing to BCFE by the Lessee under this Agreement.

8.2 The Lessee shall promptly pay all applicable taxes, levies, registration, authorisation, licences and permit fees and all other charges and outgoings payable in respect of the Equipment or relating to its use, operation and/or storage from time to time and shall at the request of BCFE produce receipts or evidence of such payment.

9. LESSEE’S REPRESENTATIONS & WARRANTIES

9.1 The Lessee represents and warrants as follows:

(a) the Lessee has the full legal capacity and has all the authority to enter into and perform all obligations under this Agreement and is not prohibited or restricted by law, agreement or in any way from entering into this Agreement or using or operating the Equipment;

(b) the Lessee has all permits, licences, approvals and/or authorisation required for the use, operation and/or storage of the Equipment in accordance with applicable law;

(c) all information and statements furnished to BCFE in connection with this Agreement are and will remain true, complete and accurate in all respects.

9.2 The Lessee confirms that reasonable opportunity has been given for inspection and examination of the Equipment and the Lessee has inspected and examined the Equipment prior to entering this Agreement. Save for any non-conformity or defect(s) of the Equipment that was brought to the attention of the Lessee by any representative of BCFE who supplied the Equipment and/or through whom this Agreement was negotiated (collectively "Dealer or Supplier"), the Lessee has found the Equipment to be of satisfactory and merchantable quality and in good and proper working condition.

9.3 The Lessee confirms that it has relied on its own skill and judgment and/or independent assessment and/or advice and not relied on BCFE, its servants and/or agents have not made any representation or warranty whether express or implied as to the correctness of description, satisfactory quality, merchantability, condition, state of repair and suitability/fitness for particular or any purpose for which the Equipment is or may be required which is not reduced in writing in this Agreement or implied by law. The Lessee will not nor will the Lessee be entitled to rescind this Agreement if the Equipment delivered to the Lessee do not correspond to their description as contained in this Agreement.

9.4 Where the Lessee is an entity other than a private individual, it has entered into this Agreement in the course of business and not dealing as a consumer as defined under the Unfair Contract Terms Act, Cap. 396 and the Consumer Protection (Fair Trading) Act, Cap. 52A. Where the Lessee is a private individual and dealing as a consumer as defined under the Consumer Protection (Fair Trading) Act, Cap. 52A, the Lessee confirms that the Equipment correspond with the description as set out in this Agreement and conforms to this Agreement at the time of delivery.

9.5 If the Equipment is secondhand, this provision would apply. The Lessee acknowledges that the Equipment being secondhand, all conditions and warranties express or implied as to their quality merchantability condition or suitability or fitness for particular or any purpose for which the Equipment is or may be required are hereby expressly excluded notwithstanding any provisions in this Agreement to the contrary and whether or not such purpose has been made known to BCFE or its servant or agent. The Lessee confirms that it has examined the Equipment prior to the execution of this Agreement and has satisfied itself that the Equipment are in good condition and fit for the purpose required by the Lessee.

9.6 The Lessee warrants and declares that the Equipment to be hired by the Lessee from BCFE is to be hired wholly (or predominantly) for the purpose of a business carried on by the Lessee, and the Rent payable under the Agreement are to be treated by the Lessee as expenses necessarily incurred in the carrying on of that business.

10. LESSEE'S RESPONSIBILITIES

10.1 The Lessee shall during the Term of this Agreement:

(a) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by BCFE;

(b) take such steps (including compliance with all safety and usage instructions provided by BCFE) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

(d) provide to BCFE reasonable notice of when the Equipment requires a service and/or other maintenance/repairs;

(e) bear the reasonable cost of the repair or rectification of any damage to the Equipment resulting from negligence or improper use of the Equipment by the Lessee or any person permitted by the Lessee to use the Equipment;

(f) not to charge the benefit of this Agreement nor attempt or purport to do so;

(g) with the prior agreement of the Lessee, permit BCFE or its authorised representatives at all reasonable times to enter upon the premises where the Equipment may from time to time be kept to inspect and test the condition of the Equipment;

(h) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of BCFE in the Equipment;

(i) ensure that at all times the Equipment remains identifiable as being BCFE’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment; and

(j) not do or permit to be done anything which could invalidate the insurances referred to in Clause 17.

11. OFFER TO PURCHASE

11.1 If the Lessee having duly observed and performed all the terms and conditions of this Agreement, all amounts due to BCFE under this Agreement up to the date of exercise of the Purchase Option, the Lessee shall have option to offer a purchase of the Equipment any time during the term (“Purchase Option”) but until the exercise of such option, the Lessee shall remain mere bailee of the Equipment which shall remain the sole and absolute property of BCFE.

11.2 In exercising the Purchase Option:

(a) BCFE may (but is not obligated to) consider the Lessee's offer;

(b) BCFE may, in its sole and absolute discretion, accept or decline the offer. Nothing in the Agreement obliges BCFE to accept the offer or guarantees BCFE's acceptance of the offer, nor do the provisions of the Agreement apply to any terms of the offer (other than those stated in Clause 12.3).

(c) The parties agree that any sale by BCFE and purchase by the Lessee of the Equipment shall include the following terms:

(i) property in and title to the Equipment shall pass free of any encumbrances to the Lessee upon payment of the Agreed Purchase Price, without the necessity for actual or formal delivery or conveyance of the Equipment;

(ii) after the Lessee's payment of the Agreed Purchase Price, BCFE shall notify the Lessee immediately if and once it becomes aware of any reason why property in and title to the Equipment is prevented from passing free of any encumbrances to the Lessee;

(iii) BCFE makes no warranty regarding the state condition or location of the Equipment before the sale of the Equipment by BCFE to the Lessee;

(iv) the Lessee purchases the Equipment on an "as is, where is" basis in whatever state, condition or location it may be at the time of the sale;

(v) to the fullest extent permitted by law, all guarantees, conditions and warranties which might otherwise be implied into the terms of the sale pursuant to this clause by law are excluded; and

(vi) if BCFE is not in possession of the Equipment at the time of the sale, BCFE is not obliged to deliver possession to the Lessee and the Lessee must itself obtain possession of the Equipment in the manner determined by the Lessee;

(d) The Lease will terminate upon the Lessee's payment of the Agreed Purchase Price and the Lessee will not be required to return the Equipment to BCFE;

(e) For the avoidance of doubt, the Lessee will:

(i) be responsible for the payment of the Rent for the Term up to the Lease Expiration Date unless the Lessee purchases the Equipment before the Lease Expiration Date;

(ii) be responsible for the payment of all other amounts payable by the Lessee under the Agreement during the Term until termination pursuant to this Clause; and

(iii) remain bound by Clauses 20.1 to 20.3 herein.

12. UPGRADE OF EQUIPMENT

12.1 The Lessee may make an offer to upgrade the Equipment at any time during the Term by giving BCFE four (4) weeks' prior written notice (effective from the Standard Payment Day next falling after the notice is given) of its intention to do so, whereupon:

(a) BCFE may (but is not obligated to) consider the Lessee's Offer;

(b) BCFE may, in its sole and absolute discretion, accept or decline the Offer.

12.2 Nothing in the Agreement obliges BCFE to accept the Offer or guarantees BCFE's acceptance of the Offer, nor do the provisions of the Agreement apply to any terms of the Offer (other than those stated in Clause 12.3).

12.3 The parties agree that any upgrade of the Equipment by the Lessee shall include the following terms:

(a) the Lessee shall pay to BCFE the administrative, collection and delivery costs as a result of the upgrade;

(b) the parties shall execute a fresh Agreement for the upgraded equipment;

(c) the Lessee shall return the Equipment to BCFE in its original state and in good working condition; fair wear and tear excepted.

12.4 The Agreement will terminate upon return of the Equipment and the delivery of the upgraded equipment.

12.5 For the avoidance of doubt, the Lessee will:

(a) be responsible for the payment of the Rent for the Term up to the delivery of the upgraded equipment;

(b) be responsible for the payment of all other amounts payable by the Lessee under the Agreement during the Term until termination pursuant to this Clause;

13. DELIVERY AND INSTALLATION OF EQUIPMENT

13.1 The Lessee must take delivery of the Equipment no later than six (6) months upon execution of Agreement or BCFE’s notice of Equipment availability, whichever is later.

13.2 The Lessee must notify BCFE at least one (1) week in advance of the arranged date of delivery of the Equipment and any changes to that date.

13.3 The Lessee must ensure that:

(a) appropriate electrical outlets, water inlets and outlets are available for the Equipment to be connected to at the Installation Site; and

(b) the Installation Site is prepared for the delivery and installation of the Equipment to any standard speciﬁed by BCFE or the manufacturer of the Equipment.

13.4 BCFE is not responsible for the delay in the installation of Equipment should the Installation Site not be ready upon delivery.

13.5 The first four (4) weekly payments of the Weekly Rent is to be made on or before the signing of this Agreement and the Lease Commencement Date will run regardless of whether the installation of the Equipment has occurred and the subsequent Weekly Rent will be made by the Standard Payment Day during the Term.

13.6 The Lessee must not relocate the Equipment without first obtaining the written consent of BCFE to the change of the Installation Site and the relocation.

13.7 The Lessee must arrange for the relocation and re-installation of the Equipment at its own cost and take all steps to ensure the Equipment is not damaged as a result of the relocation and re-installation. The Weekly Rent is in no way affected by the relocation of the Equipment pursuant to this Clause.

14. EQUIPMENT AS A FIXTURE TO LAND

14.1 The Lessee must not at any time attach, affix or secure the Equipment upon or to any land except as provided for in this Clause.

14.2 The Lessee must not at any time attach, affix or secure the Equipment upon or to the Installation Site unless its use so requires and the prior written consent of BCFE has been obtained. Without limiting the generality of this sub-clause, it is agreed as follows:

(a) if the Installation Site is owned by the Lessee the Equipment is deemed not to be a fixture and in those circumstances, the Equipment may be removed by BCFE at any time in accordance with the Agreement. BCFE will be entitled to enter upon the Installation Site at any time for the purpose of inspecting and/or removing the Equipment and will not be liable in respect of loss or damage arising from such entry or from the removal of the Equipment;

(b) if the Installation Site is to become the subject of a sale, mortgage, charge, demise, sub-lease or disposal then Clause 5.2(b)(ii) shall apply accordingly; and

(c) if the Installation Site is not owned by the Lessee, prior to the Equipment becoming attached, affixed or secured to the Installation Site, the Lessee, if requested by BCFE, must obtain the written acknowledgment of the owner of the Installation Site (and any other persons having an interest in the Installation Site or the building containing the Installation Site) that the Equipment is deemed not to be a fixture and that BCFE has the same rights to the entry of the Installation Site (and if necessary, the building containing the Installation Site) and the inspection and/or removal of the Equipment at anytime. As between BCFE and the Lessee, BCFE will have the same rights of entry and inspection and/or removal as the Lessee.

14.3 If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Lessee shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify BCFE against all losses, costs or expenses incurred as a result of such affixation or removal. Alternatively, the Lessee must take all necessary steps to ensure that BCFE may enter such land or building and recover the Equipment both during the Term of this Agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of BCFE of any rights such person may have or acquire in the Equipment and a right for BCFE to enter onto such land or building to remove the Equipment.

15. MAINTENANCE OF EQUIPMENT

15. Except as otherwise agreed in writing by the Lessee and BCFE, the Lessee will, at its own cost, maintain the Equipment in a clean state and in good working order, except in the case of manufacturing defects, and in particular :

(a) the Lessee must clean and maintain the Equipment in the same operational condition, functionality and aesthetics conditions as at the Lease Commencement Date, fair wear and tear excepted;

(b) the Lessee must only use and operate the Equipment in accordance with:

(i) the operating manual for the Equipment (which the Lessee will ensure is delivered with the Equipment); and

(ii) any other instructions issued by BCFE from time to time;

(c) the Lessee must not misuse or operate the Equipment, or permit the Equipment to be misused or operated, in a manner or for a purpose for which the Equipment was not designed or manufactured;

(d) the Lessee must ensure the Equipment is cleaned daily and maintained in accordance with the maintenance instructions provided in any manufacturer's warranty documentation or otherwise in a manner which does not void any manufacturer's warranty;

(e) the Lessee must ensure that no components of the Equipment are removed or exchanged except where defective and in the course of usual and proper service or replacement;

(f) the Lessee must only use genuine parts to maintain the Equipment;

(g) the Lessee must not use or operate the Equipment, or permit the Equipment to be used or operated, when such Equipment is out of proper repair;

(h) the Lessee must not overload, use or operate the Equipment, or permit the Equipment to be overloaded, used or operated, in a manner which, in the opinion of BCFE, would be likely to endanger the safety or condition;

(i) the Lessee must keep the Equipment in a clean state so as not to cause damage or disruption to the normal functioning of the Equipment;

(j) the Lessee must maintain the good overall appearance of the Equipment;

(k) the Lessee must ensure that all systems and controls of the Equipment are fully operational; and

(l) the Lessee must not fit any attachments to the Equipment which are not approved by BCFE.

16. LOSS OR DAMAGE

16.1 This Agreement and all obligation of the Lessee under it shall not be affected or discharged by reason of any loss, theft, destruction of or damage to the Equipment;

16.2 The Lessee will immediately notify BCFE in writing of any fault, defect, damage or loss suffered by the Equipment as soon as it is detected. The Lessee acknowledges that all repairs arising from accidents, misuse, negligence of the Equipment and power surges at the Installation Site shall be at the Lessee‘s cost. The cost of such repairs (which may include travel costs incurred in order for BCFE to carry out the repairs to the Equipment) shall be borne by the Lessee and be payable to BCFE upon demand.

16.3 If such loss or damage is in the opinion of BCFE:

(i) capable of rectification, replacement or repair, then :

(1) the Lessee shall effect repairs to the Equipment only with BCFE's express consent;

(2) cost of such rectification, replacement or repair shall be the Lessee towards making good such loss or damage. The cost of such repairs (which may include travel costs incurred in order for BCFE to carry out the repairs to the Equipment) shall be borne by the Lessee and be payable to BCFE upon demand;

(3) in effecting repairs to the Equipment, the Lessee acknowledges that it does not have any authority to pledge BCFE's credit or create any lien over the

Equipment in respect of any repair or service costs for any reason and the Lessee agrees to advise any potential repairer of this prohibition;

(ii) Incapable of rectification, replacement or repair or beyond economic repair or rendered permanently unfit for use, then the Lessee shall pay to BCFE the Agreed Purchase Price less the total Weekly Rent paid up to the date of total damage, together with any accrued interest and all other sums due and/or owing to BCFE under this Agreement.

16.4 Subject to the terms of this Agreement, and in particular Clause 23.3, the Lessee acknowledges that the Weekly Rent is due regardless of the operational condition of the Equipment during the Term as long as the Equipment is commissioned successfully.

16.5 If the Lessee fails to strictly comply with Clause 16, then BCFE may (without any obligation to do so) effect repairs made necessary as a result of such failure by the Lessee and the cost of such repairs (which may include travel costs incurred in order for BCFE to carry out the repairs to the Equipment) shall be borne by the Lessee and be payable to BCFE upon demand. In such an event, BCFE shall be allowed to enter upon any premises where the Equipment is located or where BCFE believes it or found to be located at that time without any further authorisation from the Lessee. If authorisation of a third party for BCFE's entry upon such premises is required, the Lessee shall procure such authorisation to enable BCFE to gain entry.

17. RISK AND INSURANCE

17.1 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on delivery. The delivery of the Equipment is completed upon the signing of the Delivery Order by the Lessee's agents, representatives or employees. The Equipment shall remain at the sole risk of the Lessee during the Term and any further term during which the Equipment is in the possession, custody or control of the Lessee (“Risk Period”) until such time as the Equipment are returned to BCFE. During the Term and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

(a) insurance of the Equipment to a value not less than its full replacement value comprehensively paid against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as BCFE may from time to time nominate in writing;

(b) insurance against any insurable risk commonly insured against in regard to equipment of a similar nature;

(c) insurance for such amounts as a prudent operator of the Equipment would insure for, or such amount as BCFE may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

(d) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as BCFE may from time to time consider reasonably necessary and advise to the Lessee.

17.2 All insurance policies procured by the Lessee shall be endorsed to provide BCFE with at least twenty (20) Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon BCFE request name BCFE on the policies as a loss payee in relation to any claim relating to the Equipment. The Lessee shall be responsible for paying any deductibles due on any claims under such insurance policies.

17.3 The Lessee shall give immediate written notice to BCFE in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Lessee's possession or use of the Equipment.

17.4 If the Lessee fails to effect or maintain any of the insurances required under this Agreement, BCFE shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Lessee.

17.5 The Lessee shall undertake to:

(a) on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to BCFE and proof of premium payment to BCFE to confirm the insurance arrangements and to evidence of the validity of insurance policies during the Term and Risk Period;

(b) not to do any act or fail to do any act which would allow the insurer to refuse, settle or compromise any claim on the Lessee's insurance policy in relation to the Equipment without the prior written consent of BCFE; and

17.6 If the Equipment is damaged, lost, stolen or not returned to BCFE when required by the Agreement, the Lessee irrevocably agrees to pay BCFE the Recovery Value of

the equipment (to the extent that the above said insurance coverage is insufficient), and shall continue to pay the Rent on the Equipment in accordance with the Agreement for the Term up to the Lease Expiration Date (and during any Post-Term Weekly Lease or holding over period).

17.7 The Lessee's insurance policy must contain an agreement by the insurer to give BCFE written notice of its intention to cancel the policy. The Lessee's insurance policy must also contain a clause providing that notwithstanding:

(a) the lapse of the Lessee’s insurance Policy (except by reason of expiration in accordance with its terms);

(b) any right of cancellation by the insurer; or

Policy will continue in force for the benefit of BCFE for at least thirty (30) days after written notice of cancellation has been given to BCFE.

17.8 The Lessee must not, without the prior written consent of BCFE, permit any reduction in limits or coverage in the Lessee's insurance policy affecting or relating to the Equipment or the Agreement.

18. TERMINATION BY BCFE

18.1 If any Event of Default occurs, without prejudice to any other rights or remedies which BCFE may have in respect of any antecedent breaches, BCFE shall be entitled to terminate this Agreement and the leasing of the Equipment immediately and BCFE’s consent to the Lessee's possession of the Equipment shall cease on such termination and BCFE shall take possession of the Equipment. Each of the following is an event of default (“Event of Default”), namely, if:

(a) any money payable to BCFE pursuant to the Agreement is not paid by seven (7) clear days after the due date for payment;

(b) the Lessee has failed to punctually perform or observe any of the terms and conditions on the part of the Lessee under the Agreement and such failure has remained unremedied for a period of seven (7) clear days after notice in writing is served upon the Lessee by BCFE specifying the default;

(c) BCFE ascertains that the Lessee has made any false, inaccurate or misleading statement having a material effect in relation to the making of the Agreement or any related or collateral document;

(d) in the opinion of BCFE, there is a material adverse change in the financial condition of the Lessee;

(e) the Lessee being a natural person, dies, commits any act of bankruptcy or is convicted upon indictment of a criminal offence or sentenced to a term of imprisonment;

(f) execution is levied by any court against the Lessee and such execution is not satisfied within fourteen (14) days;

(g) where the Lessee is a company:

(i) a resolution for its winding up is passed or any order by any court is made for its winding up or a controller, provisional liquidator, receiver or receiver and manager or voluntary administrator is appointed in respect of the Lessee or in respect of the whole or any part of its assets;

(ii) any director of the Lessee is convicted upon indictment of a criminal offence or sentenced to a term of imprisonment;

(iii) is unable to pay its debts when they are due;

(iv) if a company, is in the process of winding up or liquidation

18.2 Upon the occurrence of any one or more of the events described in Clause18.1, BCFE may (at its option) by notice in writing to the Lessee terminate the Lease and immediately recover possession of the Equipment.

18.3 Notwithstanding the foregoing, if the Lessee is in default of any of its obligations under the Agreement, BCFE may rectify that default at its election and its sole discretion, decide whether or not to proceed with termination of this Agreement thereafter. All fees, charges, costs and expenses incurred by BCFE in rectifying the default will be a liquidated debt payable by the Lessee to BCFE on demand.

18.4 In the event BCFE inspects and deems an Equipment under the Agreement to be beyond economical repair, BCFE reserves the right to terminate the Agreement without notice or to replace it with a similar Equipment without affecting the original terms of the Agreement. BCFE shall not be liable for any fees, charges, costs, expenses or damages incurred by the Lessee as a result of the termination or replacement.

18.5 At any time during the Post-Term Weekly Lease, BCFE may terminate the Post-Term Weekly Rental by giving to the Lessee four (4) weeks’ prior written notice (effective from the Standard Payment Day next falling after the notice is given).

19. TERMINATION BY LESSEE

19.1 At any time during the Term, the Lessee may terminate the Lease by giving to BCFE four (4) weeks' prior written notice (effective from the Standard Payment Day next falling after the notice is given) of its intention to do so and upon BCFE accepting the termination. BCFE will accept the termination of the Lease when the Lessee has:

(a) paid the full amount of the Rent payable for the Term up to the Lease Expiration Date (which must be paid off in one lump sum before the Lease Expiration Date); and

(b) paid all other amounts payable (including but not limited to cleaning fees. repair fees etc) under the Agreement in respect of the Lease

19.2 At any time during the Post-Term Weekly Lease, the Lessee may terminate the Post-Term Weekly Lease by giving to BCFE four (4) weeks' prior written notice (effective from the Standard Payment Day next falling after the notice is given) of its intention to do so and upon BCFE accepting the termination. BCFE will accept the termination of the Post-Term Weekly Lease when the Lessee has:

(a) paid the full amount of the Rent payable for the duration of the Post-Term Weekly Lease; and

(b) paid all other amounts payable under the Agreement in respect of the Post-Term Weekly Lease.

20. CONSEQUENCES POST TERMINATION OR EXPIRY OF TERM

20.1 The termination of the Lease (or any Post Term Weekly Rent) or the expiration of the Term shall not prejudice or affect any rights or remedies of BCFE against the Lessee on account of any antecedent breach by the Lessee of any of the terms and conditions on the part of the Lessee under the Agreement.

20.2 Upon termination of the Lease, BCFE is entitled to recover as liquidated and ascertained damages an amount equal to all the fees, charges, costs and expenses incurred by BCFE, including legal fees on a full indemnity (solicitor and own client) basis, in enforcing the terms of the Agreement.

20.3 Upon termination of the Lease, BCFE is entitled to recover as liquidated and ascertained damages an amount equal to the sum of the following:

(a) any amount of money due and owing to BCFE pursuant to the Agreement as at the date of termination but unpaid by the Lessee;

(b) interest on such unpaid amounts at the interest rate as per Clause 4.7(a) hereto;

(d) all fees charges, costs and expenses incurred by BCFE, including legal fees on a full indemnity (solicitor and own client) basis, in:

(i) obtaining or attempting to obtain payment of such unpaid amounts;

(ii) otherwise enforcing the terms of the Agreement;

(iii) recovering or attempting to recover possession of the Equipment

20.4 Upon termination of this Agreement or expiration of the Term, the Lessee must return the Equipment to BCFE by:

(a) delivering the Equipment to BCFE in the manner and to the place directed or agreed by BCFE; or

(b) instead of complying with Clause 20.4(a):

(i) doing all things necessary to facilitate the collection of the Equipment by BCFE at the reasonable time required by BCFE; and

(ii) paying to BCFE an amount advised by BCFE at the relevant time to reimburse it for the collection costs.

20.5 When the Equipment is due to be returned to BCFE pursuant to the Agreement (including by recovery of possession in the event of termination after default), the Equipment must be returned to BCFE:

(a) free from damage and deficiencies with all accessories and services complete and functioning properly;

(b) all labels and signs (other than those applied by the manufacturer or BCFE or those required by law) must be removed and the affected area made good;

and

(c) the Equipment must be capable of being immediately operated by a third party without any repair or replacement required.

20.6 If the Lessee returns the Equipment in a state that is not consistent with the obligations under Clause 20.5, BCFE may undertake the work necessary to bring the Equipment to the required state and all fees, charges, costs and expenses incurred by BCFE in undertaking the necessary cleaning and repair of the Equipment will be a liquidated debt payable on demand by the Lessee to BCFE.

20.7 The Lessee may elect to return the Equipment in a state that is not consistent with the obligations under Clause 20.5 for the purpose of BCFE undertaking the work necessary to bring the Equipment to the required state at the Lessee’s cost PROVIDED THAT the Lessee must first pay to BCFE upon demand an amount advised by BCFE at the relevant time to reimburse it for the fees, charges, costs and expenses of BCFE undertaking the necessary cleaning and repair of the Equipment.

20.8 If the Equipment is damaged beyond repair at any time so that in BCFE's reasonable opinion the Lessee cannot comply with Clause 20.5 and BCFE cannot rectify that default, then at the time the damage occurs the Lessee must pay to BCFE the Recovery Value of the Equipment to reimburse BCFE for its loss of the Equipment by way of liquidated damages and not as a penalty and in addition to any liquidated claim made by BCFE. For the avoidance of doubt, the Lessee will continue to be responsible for the payment of the Rent for the term up to the end of the Minimum Term if the Agreement if terminated before the end of the Minimum Term or the Lease Expiration Date, if the Agreement if terminated after the end of the Minimum Term (even if the Equipment is damaged beyond repair before the Minimum Term or the Lease Expiration Date).

20.9 If the Equipment is lost or stolen at any time so that the Lessee cannot return it to BCFE when it is due to be returned, then at the time the theft occurs the Lessee must pay to BCFE the Recovery Value of the Equipment to reimburse BCFE for its loss of the Equipment by way of liquidated damages and not as a penalty and in addition to any liquidated claim made by BCFE. For the avoidance of doubt, the Lessee will continue to be responsible for the payment of the Rent for the Term up to the end of the Minimum Term or the Lease Expiration Date, if the Agreement if terminated after the end of the Minimum Term (even if the Equipment is lost or stolen before the Minimum Term or the Lease Expiration Date).

20.10 If the Lessee does not return the Equipment to BCFE upon the Lease Expiration Date, then BCFE may deem that the Lessee is holding over and if so, the Lessee must continue to pay rent weekly to BCFE in the amount of the Weekly Rent and to be bound by the terms and conditions of the Agreement applicable to the Equipment Leasing (with necessary changes to apply to a holding over basis) until either the Equipment is returned to BCFE or BCFE receives payment of the Recovery Value of the Equipment to reimburse BCFE for its loss of the Equipment by way of liquidated damages and not as a penalty.

21. BCFE’S RIGHT TO REPOSSESS

21.1 In the event the Lessee is in default of any of its obligations under the Agreement, including but not limited to any money payable to BCFE that is not paid by seven (7) days after the due date for payment, BCFE or its authorised agents may, without notice, liability or legal process, retake possession of the Equipment and may for that purpose by its servants or agents without prior notice enter upon any land or premises (owned, possessed or occupied legally by the Lessee) on or in which the Equipment is believed by BCFE to be situated. For that purpose, BCFE or its authorised agents may further break open any gate, door or fastening in order to gain entry with the intent of recovering possession of the Equipment.

21.2 By signing this Agreement, the Lessee authorises and agrees BCFE to enter the Installation Site, and in such an event, BCFE shall not be responsible for any loss or damage to assets, items or valuable found in or connected to the Equipment, and if the Equipment is deliberately withheld by the Lessee, BCFE shall have recourse to the recovery of the Equipment under law and the Lessee shall indemnify BCFE for all costs involved in the said recovery and any damages or compensation connected thereto.

22. RESERVATION OF BCFE'S RIGHTS

22.1 The Lessee acknowledges and agrees that by executing the Agreement it grants to BCFE (as far as it is able) an irrevocable licence to enter the Installation Site at any time upon reasonable prior written notice by BCFE to the Lessee (which in the case of an emergency, may be limited or no notice) in order to gain access to the Equipment for the purposes of, amongst other things:

(a) locating the Equipment;

(b) affixing to the Equipment identifying plates or marks;

(d) inspecting the state of repair and operating condition of the Equipment;

(e) repairing and maintaining the Equipment;

(f) removing or recovering possession of the Equipment; and

(g) otherwise exercising BCFE's rights, powers, privileges and interests or complying with its obligations under the Agreement, and BCFE shall not be held responsible for any loss or damage occasioned to the Installation Site (or the building containing the Installation Site), the Equipment, or otherwise sustained by the Lessee by virtue of BCFE exercising its rights pursuant to the Agreement.

22.2 The Lessee acknowledges and agrees that in the event of default and BCFE taking action to recover possession of the Equipment pursuant to the Agreement, BCFE may, without notice, liability or legal process, enter upon or into the Installation Site (and the building containing the Installation Site) and for that purpose may break open any gate, door or fastening in order to gain entry with the intent of recovering possession of the Equipment.

23. INDEMNITIES

23.1 The Lessee agrees to use, operate and possess the Equipment at the Lessee‘s risk The Lessee agrees that BCFE will have no responsibility or liability for any loss or damage to any property of the Lessee. To the full extent permitted by law the Lessee releases and discharges BCFE and its agents, servants and employees from:

(a) all claims and demands on BCFE; and

(b) any loss or damage whatsoever and whenever caused to the Lessee or its agents, servants, employees whether by way of death of, or injury to, any person of any nature or kind, accident or damage to property, delay, financial loss or otherwise. arising directly or indirectly from or incidental to a breakdown of, or defect in, the Equipment or any accident to or involving the Equipment or its use, operation, repair, maintenance or storage (whether occasioned by the negligence of BCFE or otherwise) or which may otherwise be suffered or sustained in, upon or near the Equipment.

23.2 The Lessee assumes liability for, and indemnifies and will keep indemnified, protected, saved and harmless BCFE and its agents, servants and employees from and against any and all injuries, actions, proceedings, claims, demands, liabilities, losses, damages, costs, penalties and all expenses, legal or otherwise (including court costs and legal fees incurred) and of whatsoever kind and nature (including claims based upon strict liability in tort) :

(a) arising out of or alleged to arise out of the selection, purchase, delivery, acceptance or rejection, ownership, possession, use (including by reason of the use or incorporation of any invention resulting in infringements of intellectual property rights including copyright, trademark, patents and/or registered design rights), operation. repair, maintenance or storage of the Equipment, and by whom so ever used or operated (except where used by BCFE or any person on behalf of BCFE); or

(b) incurred by BCFE in respect of any loss of the Equipment by seizure, repossession, distress, execution or other legal process, confiscation or forfeiture of the Equipment; or

(c) arising out of any claim for infringements of intellectual property rights including copyright, trademark, patents and/or registered design rights, for strict liability, or for any other reason being made against BCFE in connection with the Equipment or its use and operation.

23.3 It is hereby further agreed that BCFE shall not under any circumstances, directly or indirectly, be liable to make any payment to the Lessee in respect of any breakdown or mechanical failure of the Equipment, or indirect loss (including but not limited to loss of profit, loss of revenue etc) as a result of any breakdown or mechanical failure of the Equipment, loss injury or damage sustained by the Lessee or by any third party as a result of the presence or use of the Equipment or as a result of any defect therein and in taking delivery of the Equipment. This is save with the exception that in the event of any breakdown or mechanical failure of the Equipment leading to a downtime of three (3) consecutive weeks or more, BCFE reserves the sole discretion to review on a case by case basis, the refund of Weekly Rent for the period of downtime, which sum to be refunded shall be determined in BCFE’s absolute discretion, and which refund shall be payable together on return of the Deposit pursuant to Clause 6 herein. Provided Always that for any breakdown or mechanical failure of the Equipment leading to a downtime of less than three (3) consecutive weeks, there shall be no refund from any Weekly Rent paid and the Lessee shall not be entitled to set-off any sum for such period of downtime from any Weekly Rent payable.

23.4 Without prejudice to the foregoing Clause, BCFE shall not be liable under this Agreement for any:

(a) loss of profit (whether direct or indirect);

(b) loss of revenue (whether direct or indirect);

(d) special loss or damage;

(e) damage to goodwill (whether direct or indirect);

(f) indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

23.5 The indemnities and assumptions of liability contained in Clause 23 will continue in full force and effect notwithstanding the termination of the Agreement (or termination of the Lease, any Post-Term Weekly Lease or holding over) whether by expiration of time or otherwise, as to any act or omission relating to the Equipment occurring during the continuance of the Agreement which at any time is claimed to have created a cause of action against BCFE or assumption of liability by the Lessee.

23.6 Without prejudice to Clause 23, BCFE’s maximum aggregate liability for any breach of this Agreement (including any liability for the acts or omissions of its officers, employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the total Weekly Rent paid by the Lessee as at the earliest date of occurrence of such liability, and if any such liability is attributable to any specific Equipment, BCFE’s maximum aggregate liability shall strictly be limited only to the total Weekly Rent paid by the Lessee in respect of such Equipment as at the earliest date of occurrence of such liability.

24. SET OFF AND APPROPRIATION

24.1 In addition to any right which BCFE may be entitled, BCFE may at any time and without notice to the Lessee combine or consolidate all or any of BCFE’s accounts maintained by the Lessee with BCFE and/or any liability, whether solely or jointly or jointly and/or severally with any other person or persons with or to BCFE or set-off or transfer any sum or sums standing to the credit of the Lessee in one or more of such accounts (whether arising out of this Agreement or otherwise) in or towards satisfaction of any of such liability or liabilities of the Lessee whether solely or jointly or jointly and/or severally with any other person or persons to BCFE or any other account or in any other respects whether actual, contingent, primary or collateral liabilities arising from or in connection with this Agreement.

25. STATEMENT OF AMOUNT OWING TO BCFE

25.1 A statement or certificate by BCFE (including such statement or certificate electronically generated which requires no signature) signed by any duly authorised officer for the time being of BCFE stating the amount owing by the Lessee at the date set out in such statement or certificate, as the case may be, under this Agreement shall be or be deemed as conclusive evidence of that fact as against the Lessee in the absence of fraud or manifest error but shall not in any way prejudice BCFE to amend or revise such statement.

26 ASSIGNMENT

26.1 The Lease is personal to the Lessee and cannot be assigned by the Lessee.

26.2 The Lessee hereby consents to any or any proposed novation, assignment , transfer or sale of any of BCFE’s rights and/or obligations with respect to or in connection with the terms and conditions this Agreement, the Lessee and all its personal particulars and accounts details to any novatee, assignee, transferee, purchaser or any other person participating or otherwise involved in such or such proposed transaction to the disclosure to any such person by BCFE of any and all information relating to the Lessee, its account details, the terms and conditions of this Agreement and any security, guarantee and assurance provided to secure the obligations of the Lessee under this Agreement and any other information whatsoever which may be required.

26.3 Upon such novation, assignment, transfer or sale, any such assignee or transferee shall be and be, deemed as a party of this Agreement for all purposes who shall be entitled to the full benefits of this Agreement as if the said assignee or transferee was an original party to this Agreement.

27. FORCE MAJEURE

27.1 Neither of the parties hereto shall be liable for the suspension or termination of or the failure to perform its obligation under this Agreement, in the event of wars, strikes, riots, lookouts, Acts of God, civil commotion, labour unrest, explosive and any other perils whatsoever, and matters beyond the control of BCFE.

28. LEGAL AND OTHER COSTS

28.1 The Lessee shall pay to BCFE all costs and expenses (including legal costs on a full indemnity client-solicitor basis) incurred by or on behalf of BCFE in ascertaining the whereabouts of the Equipment, taking possession of them by reason of the Lessee's breach of any of the terms herein and preserving and storing the Equipment thereafter and if any legal proceeding taken by BCFE to enforce the terms of this Agreement.

29. EXCLUSIONS OF CONDITIONS, WARRANTlES ETC.

29.1 It is hereby agreed that no condition warranty or stipulation of any kind is given by BCFE in respect of the Equipment and all conditions warranties and stipulation express or implied, statutory or otherwise as to the quality description or otherwise if the Equipment or as to its fitness for any purpose are hereby expressly excluded BCFE shall not in any event be liable for any loss of any kind whatsoever suffered by the Lessee as a result of the Equipment or pay any part of it being unusable out of order or unserviceable.

30. INDULGENCE

30.1 No relaxation, forbearance, delay or indulgence by BCFE in enforcing any of the terms herein or the granting of time by BCFE to the Lessee shall prejudice, affect or restrict the rights and powers of BCFE hereunder nor shall any waiver by BCFE of any breach hereof operate as a waiver of any subsequent or any continuing breach hereof.

31. NOTICES

31.1 Any notices required or permitted to be given shall be deemed validly given served or notified in this Agreement if served personally or if sent by registered post to the registered address of the Lessee or BCFE, as the case may be Any such notice sent by registered post shall be deemed to have been received by the other party within 48 hours after the time of posting

31.2 The Lessee shall promptly notify BCFE of any change in the Lessee's registered address and contact particulars and where required by BCFE, to inform the BCFE of the whereabouts and location of the Equipment.

32. PRIVACY AND CREDIT INFORMATION

32.1 The Lessee acknowledges that BCFE its officers, employees, agents and advisers may collect, use, disclose and process personal data and information in accordance with BCFE's Privacy Policy (which can be found at https://www.bakersandchefs.com.sg/privacy-policy and as amended from time to time), including by providing personal information to :

(a) BCFE’s head office or any branch or representative office or, subsidiaries or companies related to or affiliated to BCFE (whether such company operates in Singapore or elsewhere);

(b) any financial institution granting or intending to grant any credit/financing facilities to the Lessee;

(c) any credit bureau or credit reference or evaluation agency and any member or subscriber of such credit bureau or agency including but not limited to Credit Bureau (Singapore) Pte Ltd, authorities/agencies established by the Monetary Authority of Singapore and/or any other person as may be permitted or required by law or any governmental authority and/or regulatory authority and/or any industry related association;

(d) any relevant agent, contractor, sales and telemarketing agencies, business partners or third party service providers who provides administrative, telecommunications, computer, payment, securities clearing, management, audit or other services to BCFE; or any information gathering or processing organization or department conducting surveys on BCFE ‘s behalf whether in Singapore or elsewhere or otherwise under conditions of confidentiality imposed on such service providers or in connection with such outsourcing arrangements that BCFE may have with any third party where BCFE has outsourced certain functions to such third party;

(e) any banking, financial or other institution with which the Lessee have or propose to have dealings with or any other banks, financial institutions and credit agencies for purposes of verifying the information provided by the Lessee to ascertain the Lessee’s financial situation;

(f) any credit reference agency or debt collection agencies appointed by BCFE to collect or recover any debts or sums of money owing by the Lessee to BCFE or any lawyer, repossession agent, storage yard or facility provider or any other third party acting for BCFE in connection with the enforcement of BCFE’s rights and remedies under this Agreement;

(g) lawyers, auditors, tax advisors, investment banks and other professional advisors who are restricted to the nature of the business relationship in which the Lessee are involved with BCFE;

(h) any insurance company and any association or federation of insurance companies;

(i) any person or corporation to whom BCFE transfers or assigns or proposes to transfer or assign all or any part of its interests, obligations, business and/or operations;

(j) the Lessee's and/or Guarantor's agent, executor or administrator, receiver, receiver and manager, judicial manager and any person in connection with any compromise, arrangement or any insolvency proceedings relating to the Lessee and any authorised signatory of the Lessee;

(k) any person by whom BCFE is required by the applicable legal, governmental or regulatory requirements to make disclosure;

(l) the Guarantor or any person providing security or credit support for the Lessee's obligations;

(m) any director, partner or authorised signatory of the Lessee or any joint account holder of the kitchen equipment leasing facility or account under this Agreement; and

(n) to the extent the information is personal data, to the persons identified in BCFE’s Privacy Policy.

32.2 The Lessee represent and warrant that all credit and financial information (including that of the Guarantor) submitted to BCFE prior to entering into the Agreement or at any time during the currency of the Agreement, is and will be true and correct and BCFE can rely on such representation and warranty to ensure its compliance with its obligations under the Personal Data Protection Act.

32.3 The Lessee hereby consent and give BCFE the authority to obtain from a credit reporting body a credit report containing personal information about the Lessee or the Guarantor.

32.4 The Lessee understand that the information obtained pursuant to Clause 32 may be used for the following purposes:

(a) to notify other credit providers of the default by the Lessee or the Guarantor;

(b) to exchange information with other credit providers as to the status of the Agreement where the Lessee or the Guarantor is in default of other agreements of credit providers, provided that the other credit providers have an Singapore link;

(c) to other persons for the purpose of that person deciding whether to act as guarantor, provided that person has an Singapore link;

(d) to assess the Lessee's or any Guarantor's creditworthiness;

(e) for corporate governance;

(f) for seeking advice on legal, tax and accounting matters;

(g) for insurance and insolvency related purposes;

(h) for compliance with applicable court order, law and regulation; and

(i) for marketing and research purposes.

32.5 Where personal data or information of individuals other than the Lessee, including of the Guarantor is disclosed by the Lessee to BCFE for the abovestated purposes, the Lessee hereby confirms and warrants that it has provided notice to and procured the prior consent of such individuals, including of the Guarantor to allow BCFE to process such personal data and information. The Lessee is aware that the Lessee or such individuals may withdraw its consent for any or all of such purposes in accordance with BCFE’s Privacy Policy and if consent of the Lessee is withdrawn, BCFE may not be able to continue to provide the services or products to the Lessee or use or disclose personal data or information of the Lessee for research or marketing purposes as stated in the BCFE’s Privacy Policy, and such withdrawal of consent may be considered as a termination of the Agreement unless the Lessee or such individual, as the case may be, subsequently give its separate express consent to BCFE.

33. CONFIDENTIALITY CLAUSE

33.1 The Lessee shall not divulge to any third party (unless with the prior written consent of BCFE) any communication, information regarding any negotiations relating to or the existence or subject matter or any terms and conditions of this Agreement or any other agreements, contracts, deeds or other documents signed pursuant to this Agreement or any documents referred to therein or any part of the contents thereof any information concerning or relating in any way whatsoever to the trade secrets, trade connections or confidential operations, process or inventions carried on or used by Lessee any information concerning the organisation, business, finances, transactions or affairs of Lessee, dealings of BCFE, secret or confidential information which relates to the business or party or any of its principals’, clients’ or customer's transactions or affairs, BCFE or its manufacturer’s technology, designs, documentations, manuals, financial information, dealer's lists, customer lists, marketing studies, drawings, notes, memoranda and information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, clinical testing, analysis, marketing, sale or supply (or any proposal to engage in any of the foregoing activities) of any products or services by BCFE and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone ("Confidential Information") shall be kept confidential.

33.2 The Lessee shall take all reasonable steps to minimise the risk of disclosure of Confidential Information by ensuring that only those of its guarantors or other security providers or its directors, employees servants and agents whose obligations and/or duties will require them to possess any of such information shall have access to it and BCFE shall procure that such guarantors, security providers, directors, employees, servants and agents shall agree to keep and shall keep the Confidential Information confidential.

33.3 The Lessee agree not to use, either while it is a party to this Agreement or thereafter, in a manner prejudicial or detrimental to the interest of BCFE any Confidential Information.

33.4 The obligations contained in this clause shall ensure, notwithstanding any termination, rescission and/or cancellation of this Agreement without limit in point of time.

34. APPLICABLE LAW

34.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore and the parties agree to submit to the exclusive jurisdiction of the Courts of the Republic of Singapore

35. NO VARIATION OF TERMS

35.1 The BCFE shall be bound only by the provision of the Agreement notwithstanding any proposals representations or arrangements that may have been made or suggested either before or at the signing hereof of any person whatsoever or in any advertisement or advertising matter or otherwise and no variation of the terms or conditions of this Agreement shall be binding on the BCFE unless agreed to by the BCFE in writing.

36. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CAP. 538

36.1 Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act, Cap. 538 and notwithstanding any term of this Agreement the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Agreement.

37. ILLEGALITY

37.1 Any illegality, invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not prejudice or affect the legality, validity or enforceability of any other provision nor the legality, validity or enforceability of this Agreement including such provision in any other jurisdiction.

38. ENTIRE AGREEMENT

38.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and all warranties, representations and undertakings, terms and conditions not expressly contained in this Agreement (including without limitation to those relating to quality, merchantability or suitability or fitness for purpose of the Equipment) whether arising by reason of statute or common law or otherwise are excluded. The Lessee acknowledges that BCFE has not given and the Lessee has not relied on such warranties, representations or undertakings other than those expressly contained in this Agreement.