Terms & Conditions
Effective as at December 28, 2017
1. PAYMENT OF RENTAL
- Omni Machinery Pte Ltd (the “Company”) hereby leases to the Hirer the equipment described herein (the “Equipment”), subject always to the due observance and performance of the terms and conditions herein contained (the “Agreement”). The expression “Equipment” shall be deemed to include, where the context permits and whether or not permitted under the Agreement, all replacements and renewals and of all spare parts, accessories, additions, modifications and alterations whether made or included before or after the date of this Agreement.
- Subject to the provisions in this Agreement, the term of leasing and the rate of rent hereby provided shall continue and remain until terminated by either party. The payment of rent, be it at a daily rate, weekly rate or monthly rate, together with all other monies to which the Company is entitled to under this Agreement shall be payable unconditionally on the date stated herein, in advance, without any deduction, counterclaim, set-off, notice or demand. Any withholding tax dues arising from the payment of rent to the Company shall be borne by the Hirer.
- The Hirer shall be liable to pay additional rent calculated as follows:
- For Equipment rented on a daily rate, each additional hour exceeding 8 hours per day of the hire shall be charged at the rate of 1/16 of the daily rate per hour.
- For Equipment rented on a weekly rate, each additional hour exceeding 40 hours per week of the hire shall be charged at the rate of 1/80 of the weekly rate per hour.
- For Equipment rented on a monthly rate, each additional hour exceeding 160 hours per month of the hire shall be charged at the rate of 1/360 of the monthly rate per hour.
- In the event of non-payment of rent or claims for damage to the Equipment when such sums fall due, the Company shall be entitled to interest at the rate of 7% per annum on the sums due by Hirer, or part thereof, commencing from the date following the day the sums fall due up to the date when full payment of such sums are made to the Company. The Company’s right to interest on the sums due and owing to the Company is in addition and without prejudice to any other right, power or remedy of the Company.
- The Company shall issue an invoice to the Hirer for payment of rent, claims for damage to the Equipment or any other claims. All invoices are due and payable immediately upon the issuance of the same and if the Hirer does not notify the Company in writing of any error with respect to the invoice within seven (7) calendar days from the date of the said invoice, the invoice shall be deemed valid, correct and accurate, and the Hirer shall be deemed to have agreed to it. The aforesaid invoice shall be conclusively deemed to have been duly served to the Hirer if the invoice is sent by e-mail with proof that the e-mail was sent by the Company.
2. LIABILITY OF THE COMPANY
- The Hirer shall inspect the Equipment immediately upon delivery of the Equipment by the Company and shall acknowledge to the Company the due delivery and good working condition of the Equipment. The Hirer hereby acknowledges that the Equipment shall be leased on an “as-is, where-is” basis and the Company shall not be responsible for any defects or for the quality or compliance with description or fitness for any particular purpose of the Equipment or any part or parts thereof. In this regard, the Hirer agrees that it is its duty to ensure that all statutory and regulatory requirements that may be applicable to the Equipment is complied with, including the Workplace Safety and Health Act and all regulations thereunder. The Company hereby excludes all warranties and representations save for those expressly provided for in this Agreement.
- The Company shall not be liable to the Hirer for any loss or damage arising out of or in connection with any breach by the Company of this Agreement (including without limitation of any warranty) or in tort (including without limitation to negligence) or breach of statutory duties, or arising out of or in connection with the performance of or lack of or the delay in the performance of any services or the state, condition, use, application and/or exploitation of any item or any matter whatsoever, save for death or personal injury resulting from the negligence of the Company or any liability in respect of fraud. Notwithstanding anything to the contrary herein, the Company shall in any event not be liable for any consequential or indirect loss or damage (including without limitation to loss of profits, loss of business or loss of goodwill) arising out of or in connection with matters aforesaid or any matter whatsoever.
3. LIABILITY OF THE HIRER
- The Hirer must keep the Equipment at all times in its possession and control at the address stated herein and the Hirer must promptly notify the Company of any change in the stated If the equipment is removed from the stated address, the Hirer must promptly inform the Company of the whereabouts of the Equipment. In the event of a breach of this clause, the Hirer agrees to indemnify the Company for all expenses (including legal costs on a full indemnity basis) incurred by or on behalf of the Company, including without limitation costs of ascertaining the whereabouts, taking possession of, preserving, insuring, and storing the Equipment, and of any legal proceedings commenced by or on behalf of the Company to enforce the provisions of this Agreement.
- The Company must be notified as soon as practically possible of any incident concerning or otherwise affecting the Equipment, including without limitation accidents and disabilities caused by, and mechanical failures of the Equipment. The Hirer shall immediately notify the Company via telecommunication of any such loss, destruction or damage, and provide the Company with all such information in relation thereto as the Company may require, and follow up with notification in writing within twenty-four (24) hours of the incident. The Hirer shall bear the entire risk of any loss (including without limitation loss by reason of theft, accident or requisition), destruction, or damage to the Equipment or any part thereof which occurs during the term of this Agreement (with the only exception of ordinary wear and tear) and the Company shall have the right to recover damages resulting from such loss without prejudice to its other rights and obligations under this Agreement.
- Only the Company shall be allowed to repair and reinstate the Equipment and restore the same to good repair, working order and condition. The Hirer agrees to indemnify the Company for all repairs and maintenance carried out by the Company for any loss or damage caused by the Hirer and/or its employees, agents or sub-contractors.
- The Hirer shall throughout the term or (if longer) for so long as the Equipment remains in the possession or under its control (without prejudice to any liability of the Hirer to the Company) at its own expense insure the Equipment with the insurance company nominated or approved by the Company against all loss or damage (including but not limited to fire risks and marine risks) and also against all risks of third party liability arising out of the ownership, presence or use of the Equipment, and naming the Company as the insured. The Hirer shall provide an original insurance policy issued by approved insurance company to the Company. The Hirer shall continue to pay to the Company Rent in full during the period of loss, destruction or damage until the Company has received full and final settlement from the Hirer’s insurance company.
- Further and in addition to the Company’s rights under clause 3, should the Equipment be damaged to the extent that it is irreparable, the Hirer agrees that it shall pay the Full Replacement Value (FRV) stated herein in the Agreement within thirty (30) calendar days from the date of the damage. The Hirer acknowledges that the said FRV is a genuine pre-estimate of the loss that the Company estimates it shall incur as a result of the damage to the Equipment. In this regard, it is the responsibility of the Hirer to take out an insurance policy (in which the Company is the insured) on the Equipment and ensure that the Equipment is insured for the FRV. Should there be damage to the Equipment which exceeds the cover of the insurance policy taken out on it, the Hirer will pay any difference between the amount paid out under the insurance policy to the Company.
- The Hirer hereby agrees that it is its duty and responsibility to ensure full irrevocable right is granted to the Company, its servants and agents to enter the premises where the Equipment is situated, and to have free access to the Equipment during reasonable office hours, for the purposes of inspection and carrying out alterations, maintenance and repairs to the Equipment. The Hirer is responsible for compliance with all applicable laws for the time being in force in connection with the possession, storage, use maintenance and export/import of the Equipment at the Hirer’s cost. The Hirer shall be responsible for all costs including but not limited to import and export taxes and duties and shipping charges relating to the delivery of equipment to and from the Company’s and the Hirer’s location. The Hirer shall not make any additions, improvements or alterations to the Equipment or change the working order, function or quality thereof.
- The Hirer acknowledges that the Equipment is the property of the Company and that nothing in this Agreement conveys to Hirer any right, title or interest in or to the Equipment except as otherwise expressly stated in this agreement. Without prejudice to the generality of this clauses, the Hirer must not sell, assign, sub-let, pledge, mortgage, charge, encumber of part possession of or otherwise deal with the Equipment or any interest therein nor create nor allow to be created any lien on the Equipment and in the event of any breach of this clause, the Company is entitled (but is not bound) to pay any third party such sum as is necessary to procure the release of the Equipment from any charge, encumbrance or lien and shall be entitled to recover such sum from the Hirer forthwith. The Hirer shall at its own cost and expense at all times keep the Equipment free from distress or execution or any other legal process, and, were such event to occur, cause the Equipment to be released.
4. EVENT OF DEFAULT
- Upon the occurrence of the following events, the Hirer shall return the Equipment to the Company within seven (7) calendar days from the Company giving notice to the Hirer:
- The Hirer fails to make full payment of rent or any other sums and monies due and payable under this Agreement or in any other Agreement between the Company and the Hirer for the lease of Equipment, upon the due date thereon;
- The Hirer fails to observe or perform any of the provisions of this Agreement whether express or implied, on the part of the Hirer to be observed and performed;
- The Hirer threatens to cease or suspend its business operations or if there is a threat of the ceasing or suspension of the Hirer’s business operations, or if the Hirer transfers or disposes of all or substantially all of its assets;
- If there is a threat of insolvency, any order or resolution passed for the winding up, liquidation or bankruptcy of the Hirer otherwise than for the purpose of reconstruction or amalgamation approved by the Company in writing (unless during or following such reconstruction the Hirer becomes or is declared to be insolvent) of an incumbrancer takes possession of, or a receiver, manager, administrator, judicial manager, liquidator or similar officer is appointed over, the whole or any part of the assets of the Hirer.
- Upon notice for the immediate possession of the Equipment by the Company being given to the Hirer, the Hirer shall return and deliver the said equipment to the Company within seven (7) calendar days of the said notice. In the event that the Hirer fails to return and deliver the Equipment to the Company by the end of the seven (7) calendar days period, the Company shall be entitled to physically re-possess the Equipment at its option and the Hirer shall be liable for the costs incurred by the Company in re-possessing the Equipment. In the event the Hirer fails to return the Equipment within seven (7) calendar days from the time notice is given to it by the Company, the Hirer shall be liable to pay the total Full Replacement Value (FRV) of the Equipment to the Company unless the Company exercises its right to physically repossess the Equipment. The Hirer acknowledges that the said FRV is a genuine pre-estimate of the loss that the Company estimates it shall incur as a result of the damage to the Equipment.
- For the avoidance of doubt, the interest on the sums due and owing to the Company by the Hirer as set out in clause 1.4 above shall continue to accrue until full payment of sums due and owing to the Company.
- If any one or more of the provisions contained in this Agreement or part thereof shall be deemed invalid, unlawful or unenforceable in any respect under the applicable law, the validity, illegality and enforceability of the remaining provisions (or part thereof as the case may be) contained herein shall not be any way affected or impaired.
- This Agreement supersedes and cancels all previous agreements, warranties and undertaking whether oral or written, express or implied, given or made by or between the Company and the Hirer, and constitutes the entire agreement between the parties in respect of the matters set out herein, and no other terms and conditions shall be included or implied.
- The Hirer further acknowledges and confirms that he/she/it has read and fully understands the terms and conditions of this Agreement and has executed this Agreement voluntarily and that he/she/it is not relying on any inducement, promise, warranty and/or representation made by the Company and/or its officers, employees, agents, representatives or nominees.
- The Agreement shall not be amended, altered or changed except in writing and signed by the parties hereto.
- The validity, construction, interpretation and enforcement of this Agreement and any document or agreement contemplated herein and all rights, remedies, powers, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the Laws of the Republic of Singapore. The parties herein agree to submit to the exclusive jurisdiction of the courts of the Republic of Singapore in respect of any matter arising out of or in connection with this Agreement.