VINTAGE CLOUD STEENBECK TERMS & CONDITIONS LEASE September 2015 Headline 1. Definitions Specifications In these terms, the following expressions shall bear the following meanings: Equipment shall mean the products specified in an Offer to rent Equipment from Vintage Cloud A/S
1. Definitions (Cont.) Lessee shall mean the legal entity that has accepted an Offer to rent Equipment from Vintage Cloud A/S, Lessor shall mean Vintage Cloud A/S, Tagensvej 85C, 2200 Copenhagen N, Denmark Trade Secret shall mean any trade secret of a Party which has come to the other Party's knowledge through activities performed under this Agreement, including, but not limited to, engineering drawings, market strategies, price calculations, turnovers, etc. Intellectual Property Rights shall mean any patent, trademark, and industrial and intellectual property right. 2. Operation of equipment 2.1. Lessee shall operate the Equipment in strict observation of the operation manual (exhibit 1). 2.2. Lessor shall retain ownership and title to the Equipment during the tenancy and afterwards. Lessor shall be entitled to inspect the Equipment at any time during the tenancy and Lessee shall have an obligation to grant Lessor access to the Equipment. 2.3. Lessee enjoys a non-transferable right of use to the Equipment and is not entitled except subject to prior written approval from Lessor - to sublease the Equipment or to dispose of or mortgage the Equipment in any manner. 2.4. To the extent required at the discretion of Lessor, he is entitled to perform service and maintenance of the Equipment and to replace the Equipment totally or partially by comparable Equipment. 3. Terms of payment 3.1. The legal rate of value-added tax, if applicable, shall be invoiced in addition to the lease amounts and any other amount payable under these terms. 3.2. Before delivery of the Equipment Lessee shall pay a deposit corresponding to 6 months lease payments. 3.3. Payment terms are net 10 days from receipt of invoice. 3.4. If payments are made after maturity Lessor is entitled to interest at the rate of 1,5 % per month or fragment of a month between the date of maturity and the payment date.
4. Obligations of Lessor 4.1. Lessor at his expense shall insure the Equipment. Insurance shall cover damage to the Equipment caused by fire or theft. Lessee shall ensure adequate safekeeping of the Equipment including storage in locked premises when not in use. 4.2. Lessor shall provide service and maintenance of the Equipment subject to Lessee compliance with section 5.1. Lessor shall remedy defects and malfunctions in the Equipment without undue delay. 5. Obligations of Lessee 5.1. In addition to his obligation to make lease payments Lessee is under an obligation to exercise due care in operating, regularly cleaning, and storing the Equipment. If Lessee fails to act with due care in operating, regularly cleaning, and storing the Equipment including non-observance of provisions of exhibit 1, Lessor is released from his obligation to provide service and maintenance for the remainder of the tenancy and cannot be held liable for defects or malfunctions of the Equipment. Lessee shall indemnify Lessor of any additional costs or loss caused by Lessee failure to act with due care in operating, regularly cleaning, and storing the Equipment. 5.2. Lessee shall immediately report to Lessor if service or maintenance of the Equipment appears to be required. Except subject to prior written approval, Lessee is not entitled to operate the Equipment until Lessor has performed the required service and maintenance. 5.3. Only Lessee and Lessee employees are entitled to operate the Equipment. Lessee undertake to restrict access to the operation of the Equipment to Lessee employees having adequate skills of operation. 5.4. If the Equipment perishes due to any other cause than wear and tear, fire, or theft viz. Section 4.1. Lessee is liable to indemnify Lessor of his direct loss. 5.5. If the Equipment is damaged or perishes, Lessee shall immediately notify Lessor thereof. If damage to or destruction of the Equipment is not due to the failure of Lessor to provide service and maintenance lease payments for the remainder of the tenancy are payable.
6. Delivery and restitution of Equipment 6.1. Lessee may take delivery of the Equipment at Lessor s place of business at any time after commencement of the tenancy. When Lessee has collected the equipment he is considered having examined the Equipment with due diligence. Subject to agreement with Lessee Lessor may provide for transport of the Equipment at his expense and risk. Transport time is included in the tenancy. The examination of the Equipment shall be performed immediately after completion of transport. 6.2. No later than at expiry of the tenancy Lessee shall return the Equipment to the place of business of Lessor. 6.3. At restitution, the Equipment shall be in the same condition as at commencement of the tenancy wear and tear excepted. 6.4. If at restitution, the Equipment is not in the same condition, as at commencement of the tenancy Lessee shall indemnify Lessor of the loss or the cost of repair. 6.5. At delay of restitution of the Equipment Lessee shall make supplementary lease payment until actual restitution has occurred. The supplementary lease payments is a per day payment in proportion to the agreed lease with an addition of 10 %. If the Equipment is not returned within 30 days of expiry of the tenancy, Lessee shall pay an additional supplement of 20 %. 6.6. Lessor may rely on any legal remedy available to repossess the Equipment. Lessee shall indemnify Lessor of all legal costs including attorney s fees in respect of the exercise of such remedies. 7. Default 7.1. Delay of delivery of the Equipment by less than 30 working days does not constitute default. Lessee however is relieved from the duty to make lease payment for the period of delay. 7.2. Lessor has the option - at his discretion and expense of remedying defects and malfunctions or of replacing the Equipment wholly or partially. If Lessor undertakes repair or replacement without undue default is considered remedied. Lessee however is relieved from the duty to make lease payment for the period until repair or replacement has occurred. 7.3. Irrespective of section 7.2. Lessor is under no obligation to undertake repair or replacement if the defect of malfunction is insignificant to the operation of the Equipment. In such event, Lessee is not relieved from the duty to make lease payment.
7. Default (Cont.) 7.4. If Lessee is in default of his obligations under these terms or the lease Lessor may terminate the lease and take possession of the Equipment. Lessor retains any other available remedy against the default of Lessee. 7.5. In the event of Lessee bankruptcy, suspension of payment or any other event of insolvency the lease agreement shall expire on the date of the bankruptcy decree the record of the suspension of payments or the advent of any other event providing proof of insolvency. The Equipment shall be returned to Lessor immediately. Lease is payable until actual repossession of the Equipment. 8. Set off and retention 8.1. Lessee is not entitled to set off in any payment to Lessor for claims against Lessor. 8.2. If the equipment is retained by Lessee without due cause, Lessor is entitled to any legal remedy available in order to repossess the Equipment. Lessee shall indemnify Lessor of all legal costs including attorney s fees in respect of the exercise of such remedies. 9. Intellectual Property Rights 9.1 Lessor is the holder of all Intellectual Property Rights in respect of the operation by Lessee of the Equipment under these terms. 9.2 Lessee shall not copy any element of the Equipment. Lessee is liable for any act of copying having occurred. 9.3 Lessee shall not give any third party access to the Equipment. Lessee is liable of any third party act of copying having resulted from breach of this obligation 10. Limitation to liability 10.1. Lessor is not liable for the inability of Lessee to operate the Equipment unless the cause thereof is attributable to defects or malfunctions of the Equipment. Lessee carries the risk of the Equipment being suited for the purposes of Lessee. 10.2. The liability of Lessor in respect of any claim and the aggregate of claims are limited to the amount of lease paid or to a maximum of DKK 300.000,-.
11. Liability for damages to persons or objects 11.1. Lessee shall hold Lessor harmless in the event of third party claims against Lessor due to product liability not attributable to products being part of the design and manufacture of the Equipment. Lessee s undertaking shall comprise damage to persons and objects and loss caused while the Equipment is in the possession of Lessee. Exhibits User manual