EXHIBIT 10.35
SAVIN [SAVIN LOGO]
MASTER LEASE AGREEMENT
ADMINISTRATION CENTER, 000 XXXXXX XX. XXXXXXXX, XX 00000 001-0001009-001
MASTER LEASE
AGREEMENT NO.
Dear Customer: This Master Lease Agreement ("Lease") is written in simple and
easy-to-read language. Please read this Lease thoroughly and feel free to ask
any questions you may have about it. The words YOU and YOUR mean the Lessee. The
words WE, US and OUR refer to the Lessor.
CUSTOMER INFORMATION BILLING CONTACT
Lessee Name Insurance Auto Auctions, Inc. Contact Person Xxxx Xxxxxx
Billing Address 000 X. Xxxxxxxxx Xx., Xxx. 000, PHONE NO. (000) 000-0000
Xxxxxxxxxx. XX 00000
Address City State Zip
Equipment Location See Exhibit A
Address City County State Zip
MASTER AGREEMENT
The terms of this Agreement are master terms which may be incorporated into, and
constitute a part of one or more Schedules between us and you. Each Schedule
will constitute a separate, assignable Lease Agreement which incorporates the
terms of this Agreement. When the term "Lease" is used in this Master Agreement,
it will mean each Schedule individually, together with the terms of this Master
Agreement. This Master Lease and each Schedule is a complete and exclusive
statement of our Agreement concerning the Schedule.
TERMS/CONDITIONS
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.
1 LEASE AGREEMENT; PAYMENTS: We agree to Lease to you and you agree to lease
from us the Equipment ("Equipment") listed on any Schedule entered into by
both of us. You promise to pay us the Lease payments shown on any Schedule
according to the terms of the Schedule.
2 GENERAL TERMS; EFFECTIVENESS: You agree to all the terms and conditions of
this Master Lease and each Schedule. The Equipment will not be used
for personal, family or household purposes. You acknowledge receipt of a
copy of this Master Lease and each Schedule and acknowledge that you have
selected the Equipment covered by each Schedule. THIS MASTER LEASE AND
EACH SCHEDULE WILL NOT COMMENCE AND WILL NOT BE BINDING ON US UNTIL
ACCEPTED IN OUR OAKLAND COUNTY. Ml OFFICES. 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 Master Lease and any Schedule. 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 any Lease.
3 LATE CHARGES; OTHER CHARGES: If any payment is not made when due. you
agree to pay a late charge at the rate of fifteen percent (15%) of such
late payment or twenty-five dollars ($25.00), whichever is greater, and
each month thereafter a finance charge of one and three-quarter percent
(1.75%) on any unpaid delinquent balance. You also agree to pay
twenty-five dollars ($25.00) for each collection call made by us and pay
twenty-five dollars ($25.00) for each returned check. You also agree to
pay a documentation fee of forty-nine dollars ($49.00).
4 RENEWAL: After the original term of a Schedule expires, the Schedule will
automatically renew 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
Master Lease and each Schedule 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 Master Lease and each Schedule.
8 EQUIPMENT LOCATION: You will keep the Equipment only at the address shown
on the Schedule and you will not move it from that address unless you get
our prior written consent.
9 INSURANCE: Until a Schedule is paid in full and the Equipment has been
returned to us. you will: (a) keep the Equipment insured for its full
replacement value against all types of loss. Including theft, and name us
as loss payee; and, (b) 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 payment which will
include the premium coat and related costs.
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 reimburse us
for, and to defend us against, any claims or 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 MASTER LEASE OR ANY SCHEDULE. We may sell assign or
transfer all or any part of this Master lease, any Schedule and/or the
Equipment. The new owner will have the same rights that we have, but you
agree you will not assert against the new 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 this Master Lease or any Schedule , and demand the immediate return
of the Equipment to us, if you do not return the Equipment to us with ten
(10) days of our notice of your default, you will also pay a liquidated
Equipment charge equal to the anticipated Lease-end 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 twenty-five percent (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 mitigale 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 right to
collect the balance due on any Lease. We will not be responsible to you
for any consequential or incidental damages. Our delay or failure to
enforce our rights under this Master Lease and each Scedule will not
prevent us from doing so at a later time.
14 CHOICE OF LAW; JURISDICTION; VENUE; NON-JURY TRIAL: You agree that this
Master Lease and each Schedule 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 PERSONAL JURISDICTION
OF THE STATE OF MICHIGAN; (b) ACCEPT VENUE IN ANY FEDERAL OR STATE COURT
IN MICHIGAN, AND (c) WAIVE ANY RIGHT TO A TRIAL BY JURY. Any Master Lease
charge and each Schedule charge which exceeds the amount allowed by law
shall be reduced to the maximum allowed.
15 FINANCE LEASE; AMENDMENTS: THIS MASTER LEASE AND EACH SCHEDULE IS A
"FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN MICHIGAN
("UCC"). THIS MASTER LEASE AND EACH SCHEDULE 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 MASTER LEASE AND EACH SCHEDULE; (b) REJECT TENDER OF THE
EQUIPMENT; (c) REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) RECOVER DAMAGES FOR
ANY BREACH OF WARRANTY; AND (e) MAKE DEDUCTIONS OR SETOFFS, FOR ANY
REASON. FROM AMOUNTS DUE US UNDER THIS MASTER LEASE AND EACH SCHEDULE. IF
ANY PART OF THIS MASTER LEASE AND EACH SCHEDULE IS INCONSISTENT WITH UCC
2A. THE TERMS Of THIS MASTER LEASE AND EACH SCHEDULE WILL GOVERN.
16 EQUIPMENT RETURN: At the and of any Schedule term, you will immediately
crate, ship and insure the Equipment, in good working condition, to us by
means we designate, with all expenses to be prepaid by you. If you fall to
return the Equipment to us as agreed, you shall pay to us one and one-half
(1.5) times the regular Lease payment until the Equipment is returned. You
will be responsible for any damage to the Equipment during shipping.
17 SAVINGS: If any provision of the Master Lease or any Schedule is
unenforceable, invalid or illegal, the remaining provisions will continue
to be effective.
CUSTOMER ACCEPTANCE
THIS LEASE MAY NOT BE CANCELED
Company Legal Name Insurance Auto Auctions, Inc. Signed By /s/ Xxxxx X. Xxxxxx
--------------------------------------------------
Acceptance Date 1-23-04 Print Name Xxxxx X. Xxxxxx
Title SVP & CFO
Indicate Corporate Officer, Partner, Proprietor, etc.
Accept By: Savin Corporation, Oakland County. MI, Lessor
Signed By: X ____________________________ Commencement Date:___________________
