Exhibit 10.13
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SANWA LEASING CORPORATION
Lease Agreement
Lease #: ____________
Lessee: XXXXXXXXXXX XXXXXXX MARKETING DESIGN
Terms and Equipment - See Equipment Schedule attached to and made a part hereof
1. LEASE AGREEMENT; PAYMENTS: We agree to lease to you and you agree to
lease from us the equipment ("Equipment") listed below or identified in any
attached equipment schedule ("Equipment Schedule"). You promise to pay to us the
lease payments according to the terms of the payment schedule shown on the
Equipment Schedule hereto.
2. GENERAL TERMS; PAYMENT ADJUSTMENTS; EFFECTIVENESS: You agree to all the
terms and conditions on all signed pages of this Lease. This Lease is a complete
and exclusive statement of our agreement. The Equipment will not be used for
personal, family or household purposes. If the Equipment cost varies from the
estimate, you agree that we may adjust the Lease payment accordingly upward or
downward up to twenty percent (20%). You acknowledge receipt of a copy of this
Lease and acknowledge that you have selected the Equipment and reviewed the
supply contract under which we will obtain the equipment. THIS LEASE IS NOT
BINDING ON US AND WILL NOT COMMENCE UNTIL WE ACCEPT IT IN OUR TROY MICHIGAN
OFFICE. You appoint us as your attorney-in-fact to execute, deliver and record
financing statements on your behalf to show our interest in the Equipment. You
agree that we are authorized without notice to you to supply missing information
or correct obvious errors in this Lease. Any security deposit you have given us
may be used by us to cover any costs or losses we may suffer due to your default
of this Lease.
3. LATE / OTHER CHARGES: If any payment is not made when due, you agree to
pay a late charge at the rate of 15 % of such late payment or $25, whichever is
greater, and each month thereafter, a finance charge of one and three-quarter
percent (1 3/4%) on any unpaid balance. You also agree to pay $25 for each
collection call made by us and pay $25 for each returned check. You also agree
to pay a documentation fee of $35.
4. RENEWAL: After the original Lease term expires, this Lease automatically
renews for successive one (1) month terms unless you send us written notice that
you do not want it to renew at least sixty (60) days before the end of any term.
5. EQUIPMENT OWNERSHIP: We are and shall remain the sole owner of the
Equipment. You agree to keep the Equipment free from liens and encumbrances.
6. NO WARRANTIES: We are leasing the Equipment to you "AS IS", WITH NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. We assign to you for the term of this Lease
any transferable manufacturer or supplier warranties. We are not liable to you
for any breach of those warranties. You agree that upon your acceptance of the
Equipment, you will have no set-offs or counter-claims against us.
7. MAINTENANCE; USE; INSTALLATION: You are responsible for installation and
maintenance of, and for any damage to, the Equipment. You must maintain and use
the Equipment in compliance with all laws and regulations. If the Equipment
malfunctions, is damaged, lost or stolen, you agree to continue to make all
payments due under this Lease.
8. EQUIPMENT LOCATION: You will keep the Equipment only at the address
shown on the Equipment SCHEDULE hereto, and you will not move it from that
address without our prior written consent.
9. INSURANCE: Until this Lease is paid in full and the Equipment has been
returned to us, you will: 1) keep the Equipment insured for its full replacement
value against all types of loss, including theft, and name us as loss payee;
and, 2) provide and maintain an acceptable general public liability insurance
policy. If you do not provide us with acceptable evidence of insurance, we may,
but will have no obligation to, obtain insurance for you and add a charge to
your monthly payments which will include the premium cost and related costs.
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10. LIABILITY: WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR
ANY THIRD PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You agree to reimburse us
for and to defend us against any claims for losses or injuries caused by the
Equipment and any costs or attorney fees relative to those claims.
11. TAXES/PERSONAL PROPERTY TAX FEES: You agree to show the Equipment as
"leased property" on all personal property tax returns. You agree to pay us all
personal property tax assessed against the Equipment or at our sole election we
may opt to charge you a liquidated monthly personal property tax fee. We will
advise you in writing of your personal property tax fee. You agree to reimburse
us for applicable sales and/or use tax and all other taxes, fees, fines and
penalties which may be imposed, levied or assessed by any federal, state or
local government or agency which relate to this Lease, the Equipment or its use
12. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE
EQUIPMENT OR THIS LEASE. We may sell, assign or transfer this Lease and/or the
Equipment. The now owner will have the same rights that we have, but you agree
you will not assert against the now owner any claims, defenses or set-offs that
you may have against us or any supplier.
13. DEFAULT /DAMAGES: If you fail to make any Lease payment when due or
otherwise default on this Lease, we may accelerate the remaining balance due on
the Lease and demand the immediate return of the Equipment to us. If you do not
return the Equipment to us within ten (10) days of our notice of your default,
you will also pay a liquidated Equipment charge equal to anticipated lease-and
residual value of the Equipment. We may also use any remedies available to us
under the Uniform Commercial Code or any other applicable law. You agree to pay
our attorney's fees at 25 % of the amount you owe, plus all actual costs,
including all costs of any Equipment repossession. You agree that we have no
duty to mitigate any damages to us caused by your default. You waive any notice
of our repossession or disposition of the Equipment. By repossessing any
Equipment, we do not waive our rights to collect the balance due on the Lease.
We will not be responsible to you for any consequential or incidental damages.
Our delay or failure to enforce our rights under this Lease will not prevent us
from doing so at a later time.
14. CHOICE OF LAW; JURISDICTION; VENUE; NON-JURY TRIAL: You and any
Guarantor agree that this Lease will be deemed fully executed and performed in
the State of Michigan and will be governed by Michigan law. You and any
Guarantor expressly agree to: (A) BE SUBJECT TO THE PERSONAL JURISDICTION OF THE
STATE OF MICHIGAN; (B) ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN MICHIGAN,
AND (C) WAIVE ANY RIGHT TO TRIAL BY JURY. Any Lease charges which exceed the
amount allowed by law shall be reduced to the maximum allowed.
15. FINANCE LEASE; AMENDMENTS: THIS LEASE IS A *FINANCE LEASE UNDER THE
UNIFORM COMMERCIAL CODE AS ADOPTED IN MICHIGAN ("UCC"). THIS LEASE MAY NOT BE
AMENDED EXCEPT BY A WRITING WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS
AND REMEDIES YOU MAY HAVE UNDER UCC 2A-508 THROUGH 2A-522. INCLUDING ANY RIGHT
TO: (A) CANCEL THIS LEASE; (B) REJECT TENDER OF T HE EQUIPMENT; (C) REVOKE
ACCEPTANCE OF THE EQUIPMENT; (D) RECOVER DAMAGES FOR ANY BREACH OF WARRANTY; AND
(E) MAKE DEDUCTIONS OR SET-OFFS, FOR ANY REASON, FROM AMOUNTS DUE US UNDER THIS
LEASE. IF ANY PART OF THIS LEASE IS INCONSISTENT WITH UCC 2A, THE TERMS OF THIS
LEASE WILL GOVERN.
16. EQUIPMENT RETURN: At the end of the Lease term, you will immediately
crate, insure and ship the Equipment, in good working condition, to us by means
we designated, with all expenses to be prepaid by you. If you fail to return the
Equipment to us as agreed, you shall pay to Lessor 1 1/2 times the regular Lease
payment for any month or partial month from the end of the term until the
Equipment is returned. You will be responsible for any damage to the Equipment
during shipping.
17. SAVINGS: It any provision of this Lease is unenforceable, invalid or
illegal, the remaining provisions will continue to be effective.
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18. FAX LEASE: If you transmit this Lease to us by fax, the fax version of
this Lease, as received by us, shall constitute the original Lease and shall be
binding on you as if it were manually signed. We may treat and rely upon any fax
version of this Lease as the signed original. However, no fax version of this
lease shall become effective and binding against us until manually signed by us
in our Michigan office. If you elect to sign and transmit this Lease by fax, you
waive notice of our acceptance of the Lease, and waive receipt of a copy of the
accepted Lease.
IMPORTANT: NEITHER THE SUPPLIER NOR ANY SALESPERSON ARE THE LESSOR'S AGENT.
THEIR STATEMENTS WILL NOT AFFECT THE RIGHTS OR OBLIGATIONS PROVIDED IN THIS
LEASE.
THIS LEASE MAY NOT BE CANCELED.
Accepted in Troy, Michigan, on ___________19_____
XXXXXXXXXXX XXXXXXX MARKETING SANWA LEASING CORPORATION
(Lessee) (Lessor)
By: /s/ Xxxxxx X. Xxxxx By: ____________________________
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Xxxxxx X. Xxxxx Print name: _____________________
Title: Owner Title: __________________________
Date: 2/5/96 Date: __________________________
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UNCONDITIONAL GUARANTY
In this guaranty, I or ME means Guarantor(s), and YOU means SANWA LEASING
CORPORATION.
I have read and understand Lease number 152384 and Schedule A thereto (the
"Lease"), between you, as lessor, and XXXXXXXXXXX XXXXXXX MARKETING DESIGN, as
Lessee, and expressly incorporate the lease and its terms, conditions, consents
and waivers into this Guaranty. If Lessee fails to make any Lease payment when
due or otherwise defaults on the Lease, I agree to immediately pay you in
accordance with the default provisions of the Lease and will perform all other
obligations of Lessee under the Lease. I also agree that if you later modify or
alter the terms or conditions of the lease with the Lessee, I waive notice of
any modifications and understand that I will be responsible for those payments
and obligations. You do not have to notify me if the Lessee is in default. I
will reimburse you for all expenses and attorney fees you incur in enforcing any
of your rights against the Lessee or me. I agree that you may treat any
telefacsimile of this Guaranty bearing my signature as a binding original. I
CONSENT TO MICHIGAN: LAW, JURISDICTION OVER MY PERSON, AND VENUE IN ANY MICHIGAN
COURT AND WAIVE ANY TRIAL BY JURY IN ANY MATTER RELATING TO THE LEASE, THIS
GUARANTY OR THE EQUIPMENT.
I understand that I may transmit this Unconditional Guaranty to you by fax, and
that the fax version of this Unconditional Guaranty, as received by you, will
constitute an original guaranty and be binding upon me as if it were manually
signed and delivered to you. You may rely upon any fax version of this
Unconditional Guaranty and treat any such fax version as a duly signed original,
which I have delivered to you. I waive notice of acceptance of any fax version
of this Unconditional Guaranty and waive receipt of any copy thereof.
Dated: 2/5/96
Personal Guaranty
Signature (Do not title):/S/ Xxxxxx X. Xxxxx
Print name: Xxxxxx X. Xxxxx
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SCHEDULE A LGI Reference # 10148139
Lessee: XXXXXXXXXXX XXXXXXX MARKETING DESIGN
Mailing Address: 00000 XX XXXX XXXXX XXXXX 000 XXXXXXXX XXXX XX 00000
Equipment Address: 00000 XX XXXX XXXXX XXXXX 000 XXXXXXXX XXXX XX 00000
Supplier: COMPUSA - OXNARD 0000 XXXXX XXXX XXXXXX XXXXXX, XX 00000
Months Monthly Pay Tax Total
36 $367.60 $0.00 $367.60 Monthly Payment
$735.20 Security Deposit due and payable with first payment.
Equipment
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1 APPLE MAC 1 MONITOR 1 PRINTER
1 SOFTWARE
LESSEE XXXXXXXXXXX XXXXXXX MARKETING DESIGN Subtotal: $9,485.66
BY: /s/ Xxxxxx X. Xxxxx Freight: 0.00
Print Name: Xxxxxx X. Xxxxx Tax: 782.57
Title: Owner Total: $10,268.23
Date: 2/5/96
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