The leasing shall commence on the date specified in the Agreement and shall continue until determined as hereinafter provided.
The Lessee shall punctually and without prior demand pay the rentals as set out in the Schedule on the dates therein provided and time of payment shall be of the essence of this contract. interest is charged on overdue rentals at 9% per annum.
The Lessee will pay the rentals to the Owner in accordance with the terms and conditions of this Lease agreement. Such repayments shall be in euro.
4. OTHER COVENANTS BY LESSEE
a] The Lessee shall:-
I. Keep the goods in good repair and condition and make good the loss of and all damage to the Goods whether occasioned by his own act, default, neglect or otherwise.
II. Keep the Goods at all times in his possession and control and not take, send, use cause or permit the Goods to be taken, sent or used out of the Republic of Ireland without prior written consent of the Owner;
III. In the event of the Goods being damaged, lost, destroyed or stole, immediately notify the Owner thereof in writing.
IV. Immediately notify the Owner in writing of any change of the Lessee’s address;
V. Keep the Goods free from distress, execution or other legal process and punctually pay or cause to be paid all rent, rates, taxes and other outgoings payable in respect of the premises where the Goods may be, and produce to the Owner on demand the receipts for the last payments made in respect thereof.
VI. Permit the Owner or its authorised agent at all reasonable times to inspect the Goods and for such purpose to enter upon the premises where the goods may be;
VII. Punctually pay all licence duties, registration charges, taxes, insurance premiums and other charges and outgoings payable in respect of the Goods and/or his authorised agent on demand in writing;
VIII. On receipt of a request from the Owner inform the Owner on Demand where the goods are at the time the information is given or, if sent by post at the time of posting;
b] The Lessee shall not during the continuance of the hiring;
I. By any act of omission cause or permit to be done any act or thing which is likely to or may prejudice the Owner’s rights or property in the Goods;
II. Abandon, assign, charge, mortgage, pledge, part with possession of, sell, sub-hire or otherwise deal in the Goods or any licenses, registration books or other documents relating thereto or any interest therein, or in this Agreement or allow any lien to be created on the Goods or the aforementioned licenses, registration books, or document, whether for repair charges, expenses, storage or otherwise;
III. Use or allow the Goods to be used for any unlawful purpose or in contravention or any statute or regulations for the time being in force or otherwise contrary to law or drive or allow the Goods to be driven in a negligent manner or in breach of the Road Traffic Acts or any Bye-laws or Regulations made thereunder.
IV. Remove, alter or change any identification marks, name-plate, trade mark or name on the Goods or any part thereof, or destroy, damage or alter any registration book, licence or other document relating to the said goods.
V. The Lessee hereby indemnifies and will keep indemnified the Owner, against all or any expenses, costs, claims, demands, proceedings or liabilities whatsoever in respect of injury or death of any person or damage to any property (whether real or personal) howsoever arising directly or indirectly from or in connection with the possession, use or otherwise of the Goods or any breach of the Lessee’s obligations under this Agreement.
a] The Lessee shall forthwith on the signing of this Agreement insure and keep the Goods insured during the
duration of the hiring against loss or damage by accident, fire and theft to the full replacement value thereof with an Insurance Company under a Comprehensive Policy (Motor Vehicles) and a Policy of Insurance (Non Motor Vehicles) free from restriction or excess in the name of the Lessee and bearing an Endorsement recording the Owner’s interest in the goods, and stating that no payment is to be made to the Lessee under the policy until the Owner’s interest has been discharges and the Lessee shall produce a Policy of Insurance and all receipts for premiums to the Owner or his authorised agent at any time on demand.
b] The Lessee hereby irrevocably appoints the Owner his agent for the purpose of receiving all monies payable
under the said policy and giving a full and final discharge to the said Insurers therefore (which monies shall be applied as set out hereunder) and the Lessee shall not compromise any claim without the consent of the Owner and shall on request allow the Owner to take over the conduct of any negotiations in relation to the said Policy or any claim made thereunder.
I. If the Goods shall be damaged during the currency of the hiring and such damage shall in the opinion of the Owner be capable of being made good at reasonable cost, all insurance monies payable to the Owner under the said Policy shall be applied in making good the said damage;
II. If the Goods shall be lost, stolen, destroyed or damaged to such an extent as to be in the opinion of the Owner incapable of repair at reasonable cost, the insurance monies payable to the Owner under the said Policy shall be applied by paying to the Owner the unpaid balance of the Lease together with any interest due as provided for herein and in paying any surplus to the Lessee provided that if after payment of the said insurance monies to the Owner under the said Policy, any part of the Lease and interest due as provided for herein remains unpaid the same shall forthwith become payable by the Lessee;
d] If for any reason the Goods shall not be fully covered by insurance, the Lessee shall indemnify the Owner against any loss which the Owner may sustain as a consequence
6. TERMINATION BY OWNER
If the Lessee shall make default or commit any breach of a term(s) or condition(s) of this Agreement, express or implied, or shall make default in prompt an punctual payment of any sum payable hereunder, or if he shall die, or commit any act of bankruptcy, or in the case of a Lessee being a company if a petition to wind up the company shall be presented or if a Receiver or Examiner shall be appointed over the undertaking or property of the company or if distress be levied or threatened upon the Goods or upon the premises where the Goods may be OR if the said Goods be seized or taken in execution or if the Lessee permits any judgement or Order to remain unsatisfied or abandons the Goods or causes or permits to be done any act or thing which may prejudice the Owner’s property or rights in the said Goods, then in each and every such event the Owner shall be entitled to immediate possession of the goods and may:-
a] Without prejudice the Owner’s claim for arrears of rentals and interest thereon and/or for damages for
breach of this Agreement forthwith and without notice terminate the hiring and retake possession of the Goods, or
b] By written notice – served personally on the Lessee or sent (by ordinary prepaid post or otherwise) to or left
at the lessee’s address set out overleaf or the last address furnished by him to the Owner and for all purposes absolutely determine this Agreement and the hiring hereby constituted and thereafter the Lessee shall cease to be in possession of the Goods with the Owner’s consent and neither party shall thereafter have any rights under this Agreement save that such determination shall not discharge any pre-existing liability of the Lessee to the Owner.
7. OWNER’S RIGHTS ON TERMINATION
If the hiring shall be determined by the Lessee or by the Owner under Clause 6, the Lessee shall, in addition to the sums already paid, pay upon demand (and in the event of this Agreement being determined under Clause 6 hereof his liability to do so shall be deemed for all purposes to have arisen on and immediately before and not after such determination and without prejudice to any liability which as accrued before such determination) the following:
I. All rental payments due to the date of termination.
II. Interest due on rental payments which have not been paid on time.
III. Such sum as is equal to the balance of the future rentals due at the date of termination and less the proceeds of sale of the Goods if returned/repossessed and sold and, if not their value as certified by a person (acting as an expert) nominated by the Owner and who habitually deals in goods of a similar nature of the Goods.
IV. Damages for the loss of any failure to take reasonable care of the Goods, together with the cost of all repairs and replacements required to be carried out to render the Goods in good repair and condition and dealer of the Owner’s choice shall be conclusive and binding on the Lessee.
8. EXCLUSION OF LIABILITY
The Lessee has selected the Goods and has examined them or had reasonable opportunity of inspecting them and that they are in every respect satisfactory and in selecting them relied upon the Lessee’s own skill and judgement and not the Owner’s. The Owner does not supply the Goods with or subject to any representation, warranty or condition whether express, collateral or implied by statute, common law or otherwise as to the state, quality, condition, performance of the Goods, their fitness for any purpose or particular purpose of their correspondence with description or sample and for the avoidance of doubt all such implied conditions or warranties are hereby unconditionally excluded to the maximum extent by law. The Owner excludes liabilities for any loss or damage (including consequential loss and loss of profit) which the Lessee suffers as a result
9. OPTION TO RENEW
If the Lessee having observed and performed all the covenants and conditions of this Agreement shall desire to renew the Agreement the Owner will at the expiration of the Primary Leasing Period grant to the Lessee a renewal of the Agreement of the Goods for the Secondary Leasing Period set out in the Schedule hereto, subject to the rentals therein set forth and to the terms and conditions herein contained.
10. RETURN OF DOCUMENTS
In the event of the Agreement or the hiring being determined the Lessee shall forthwith and without formal demand return to the Owner the registration books, policies of insurance, licences and other documents relating to the Goods and in the event of the Lessee falling or refusing to immediately do so he shall as from the date of termination of the said Agreement be liable for and indemnify the Owner for all loss and damage thereby caused to or incurred by the Owner.
The Lessee represents and warrants to the Owner that where the Lessee is a Company.
a) The Leasing of the Goods subject to the terms and conditions of the Agreement has been authorised by appropriate corporate action by the Lessee.
b) The Lessee has power to enter into the Agreement and to execute its rights and perform its obligations thereunder.
c) All corporate and other action required to authorise the execution by a Director of the Agreement and the performance by the Lessee of its obligations thereunder has been duly taken.
The Lessee represents and warrants to the Bank to comply with the following:
I. the terms and conditions of all and any Environmental Licence(s) applicable to it and
II. all other applicable Environmental Law; and
III. promptly notify the Bank of any claim, notice or other communications served on it in respect of:
a] any modification, suspension or revocation of any Environmental licence applicable to it; or
b] any alleged breach of any Environmental Law which might, if substantiated have a material adverse effect on
its financial condition.
a] No relaxation, forbearance, indulgence or delay by the Owner in enforcing any of the terms of conditions of
this Agreement or the granting of time by the Owner to the Lessee, shall prejudice, affect or restrict the rights and powers of the Owner hereunder nor shall any wavier by the Owner or any breach hereof operate as a waiver of any subsequent or any continuing breach hereof;
b] Any notice, letter or document permitted or required to be given to the Lessee under this Agreement shall be
deemed to have been validly given if serviced on the Lessee personally or sent to him by prepaid ordinary post or left at the address of the Lessee stated in the Agreement or at the last address which shall have been notified in writing to the Owner, and any such notice, letter or document sent by post shall be conclusively deemed to have been received by the Lessee within 48 hours after the time of posting.
c] The liability of two or more Lessees signing the Agreement as Lessees shall be joint and several;
d] This Agreement shall not be binding upon the Owner until the Agreement has been accepted and signed on
behalf of the Owner;
e] No dealer or supplier through whom this Agreement was negotiated or by whom the goods were supplied or any person in the employ of such dealer or supplier is or is to be deemed the agent of or acting on behalf of the Owner for any purpose and no liability is to be attached to the Owner for any conditions, warranties or representations made by such dealer or supplier or person in the employ of such dealer or supplier;
f) The Agreement shall in respects be interpreted in accordance with the laws of Ireland;
g] Credit scoring and other automated decision-making systems may be used;
h] Third party charges arise where a customer requires services that are not directly available from Bank of Ireland Finance or where Bank of Ireland Finance incurs outlay or costs directly arising from the provision of services to specific customers. Third party charges are charged as they arise on an ongoing basis and are, generally outside the control of Bank of Ireland Finance, but they would include, collection costs on default cases, fee for unpaid items (passed on from our bankers) and recovery of outlay in respect of legal fees, searches, stamp duties etc;
i] Criminal Justice Act, 1994. The Lessee agrees to supply all necessary identification data to satisfy the requirements of the Criminal Justice Act, 1994 and any subsequent legislation as applicable for Money Laundering Identification Procedures;
j] The Lessee agrees to allow the Owner to install or incorporate such devices or instruments as the Owner sees fit in the Goods for the purposes of the management and administration (whether on ??note communications basis or otherwise) of the Goods. The Lessee acknowledges that such installation or incorporation will not be an infringement of its right of quiet enjoyment of the Goods or of any other right of the Lessee pertaining to the Goods. The Lessee covenants and represents that it will not remove, tamper or do any act or thing which will inhibit the operation of such devices or instruments.
Where any additional security is held by the Bank, following full and final discharge by the Customer of the facility and any other Bank facilities secured by such security, any security documentation conferring ownership rights will be held in safekeeping by the Bank, until we receive a written request for release of the same by the Customer, or at the option of the Bank, may be returned to the Customer or the Customer’s solicitor or in the event that the security was obtained from a Guarantor, the Guarantor or the Guarantor’s Solicitor.
Each application for credit is assessed on its own merits and the Owner reserves the right to require Collateral for any credit facility.
16. ANNUAL REVIEW
The Owner will be pleased to have an annual review meeting at the option of the Lessee to review all credit facilities and security.
17. DEFAULT OR TERMINATION
If the Lessee shall make default or commit any breach of a term(s) or condition(s) of this Agreement, express or implied or shall make default in prompt and punctual payment of any sum payable hereunder, the collection of outstanding amounts and/or the collection of the Goods may be passed to another organisation or debt-collection agency.
The Owner shall be entitled to assign this Agreement and any right or rights hereunder without the consent of the Lessee and any assignment of this Lease by the Owner shall be deemed to include all the Owner’s rights under this Agreement. The Lessee’s rights under this Agreement shall not be affected in any way.
19. EUROPEAN INVESTMENT BANK (“EIB”)
Where European Investment Bank (“EIB”) funds are utilised the Lessee represents and warrants to the Owner the following:
A ] The Lessee has been notified by the Owner that finance for the facility under this agreement has been partially provided from a Loan made available to the Owner by
the European Investment Bank (the “EIB”) under a Finance Contractor between the Owner and the EIB;
I. the Owner may at any time and from time to time both before and after the date of this Agreement disclose to the EIB all and any information relating to the Protect, the Lessee and where appropriate the Group.
II. to use all sums drawn down hereunder exclusively for the Project specified in the agreement.
III. to furnish to the Owner or the EIB such other information on its financial affairs and general condition as may reasonably be required from time to time.
IV. to irrevocably agree from time to time and at any time to permit person(s) appointed by the EIB, to inspect all sites, installations and works comprising the Project.
V. the Owner or the EIB may disclose any and all information to any regulatory or Supervisory Authority.