Precision VSAT/FX Equipment Leasing Terms & Condition
This leasing agreement documents applies to all customer that is taking up of Precision service that comes with the leasing of equipment at the point of Order Confirmation being sign and endorse. Should the customer disagree with the conditions, they should cancel the Order Confirmation before the equipment is being shipped out.
This Lease Agreement (the “Agreement”) is entered and made effective upon the date of Precision service and equipment is being commission. The agreement is between Precision Infocomm Pte Ltd, a company incorporated under the laws of Singapore whose registered office is at 10 Bukit Batok Crescent #14-03, The Spire, Singapore 658079 (“Precision Infocomm”) and each respective customer who have accepted the Order Confirmation. Acting both in its own name and for and on behalf of the companies set out in Annex A to this Agreement, being the registered owners of the respective vessels also set out in Annex A to this Agreement, which are presently under the management of the Manager, as well as any other vessel-owning companies, whose vessels will be managed by the Manager and, during the term of this Agreement, will be added to Annex A to this Agreement by way of a written amendment thereto (each vessel-owning company a “Lessee”).
Precision Infocommon the one hand and each Lessee together with the Manager on the other hand are referred to as a “Party”, and collectively as the “Parties”.
- Precision Infocomm is a satellite communications and equipment provider;
- Annex A to this Agreement as same may be amended in writing;
(C) WHEREAS the Parties wish to establish a contractual framework under which each Lessee, acting though the Manager, may place order(s) on a per vessel basis to lease certain types of Ku and/or Ka satellite antennas together with the applicable below-deck unit provided by the antenna manufacturers, the Evolution X7 modem and any other ancillary and/or accompanying hardware components from the list set out in Annex B to this Agreement (as this list may be varied from time to time in Precision Infocomm’s discretion) (the “Equipment”) from Precision Infocomm for installation and usage on its respective vessel.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 The Lessee, always acting through the Manager, may submit one or more orders detailing the applicable commercial terms on a per vessel basis to either lease the Equipment or any part thereof with an option to purchase or rent the Equipment or any part thereof without an option to purchase (in either case the “Leased Equipment”) in a form to be made available, and subject to modification, by Precision Infocomm, similar to that set out in Annex C to this Agreement (an “Order Confirmation”) and Precision Infocomm shall, subject to the terms and conditions herein, make available for lease or rental, as the case may be, directly or indirectly, such Leased Equipment. Precision Infocomm shall always be entitled to reject any order for the Equipment placed under this clause 1 without cause.
1.2 Subject to clause 16, Precision Infocomm, in its sole discretion, reserves the right to limit the distribution of the Equipment to a limited number of delivery destinations as set out in Annex D and amended by the Parties from time to time. Precision Infocomm undertakes that it will give proper and reasonable consideration to any requests from the Lessee to include further destinations following compliance with all applicable laws, sanctions, embargoes, enactments, directives, licensing and regulatory requirements with respect to any such new destinations and/or entities.
1.3 Subject to the terms and conditions of this Agreement, an Order Confirmation placed under this clause 1 shall be deemed accepted by Precision Infocomm on the date it is counter-signed by Precision Infocomm (the “Order Date”), which shall be no later than three (3) working days after receipt of the Order Confirmation by Precision Infocomm, assuming Precision Infocomm is in its sole discretion satisfied as to that the Lessee is of good credit standing and that the Lessee has provided the following information: Its full name and address (in its capacity as the registered owner of the vessel on which the Leased Equipment is to be installed) and delivery address in alignment with a signed End-User Undertaking Form, as per the standard of the exporting country. Additionally, acceptance of an Order Confirmation is subject to the Lessee: (i) passing a regulatory/compliance screening and does not involve delivery to any sanctioned or embargoed persons/locations, and (ii) having submitted to Precision Infocomm simultaneously with the Order Confirmation for the Leased Equipment under this clause 1 an order for the provision by Precision Infocomm of satellite airtime services associated with the relevant Leased Equipment for a term of not less than the Initial Term of the Agreement as defined below and specified in the relevant Order Confirmation as part of the “Satellite Airtime Services and Equipment Contact” (as defined below). Further, with respect to each Order Confirmation, the Lessee shall, subject at all times to clause 4.5, be responsible for all import clearance and any applicable taxes or duties associated with the distribution/delivery of the Leased Equipment.
1.4 Upon acceptance of an Order Confirmation, a lead time of up to two (2) weeks from the Order Date will be required before the Leased Equipment can be delivered, although Precision Infocomm will not unreasonably delay in procuring such delivery in a shorter period.
Precision Infocomm reserves the right to reschedule any delivery to the extent that it deems necessary (in its reasonable discretion), with written notice to the Lessee, upon the occurrence of any event of Force Majeure (to the extent that any such rescheduling is not required as a result of any negligence or wilful misconduct of Precision Infocomm). In any other circumstances, Precision Infocomm may request Lessee’s consent (not to be unreasonably withheld) to a rescheduling of delivery in the event that Precision Infocomm reasonably deems it necessary or advisable to do so.
Any orders for Leased Equipment under an accepted Order Confirmation that become available for delivery at the Point of Delivery (as defined below) will remain available for a maximum of 45 days. Thereafter, if the Lessee does not take delivery of such Leased Equipment for any reason whatsoever, then the relevant Leased Equipment will be disassociated from the specific Order Confirmation, which shall be considered as null and void together with any agreement for the provision of satellite Ku Band airtime services as part of a “Satellite Airtime Services and Equipment Contact” (as defined below) and the Lessee will be required to place a new order and start the entire process again from the beginning.
Where the Lessee requests an expedited delivery due to the Lessee’s own reasons, the Lessee shall be responsible for any and all additional costs related to such expedited delivery and Precision Infocomm will not be held liable for not meeting such expedited delivery date.
1.5 Following acceptance of an Order Confirmation, Precision Infocomm shall lease or rent, as the case may be, the Leased Equipment to the Lessee against the payment of the monthly rental amount (the “Monthly Rental Amount”)and on the terms set forth in the Order Confirmation and subject to the conditions of this Agreement (an accepted Order Confirmation together with the terms of this Agreement, an “Equipment Lease” or an “Equipment Rental” respectively, and an Equipment Lease or Equipment Rental together with the agreement for the provision by Precision Infocomm of satellite airtime services associated with the relevant Leased Equipment to be entered into between Precision Infocomm in its capacity as a satellite airtime services provider and the Lessee as a lessee of Leased Equipment and as an end-user of the relevant satellite airtime services, a “Satellite Airtime Services and Equipment Contract”).
2.1 Commencement: Unless otherwise stated in the Order Confirmation an Equipment Lease or an Equipment Rental, as applicable, shall start on the commencement date, which shall be the date the Leased Equipment is shipped to Lessee (the “Commencement Date”), and shall, continue for the initial term indicated in the corresponding Order Confirmation (the “Initial Term”) unless terminated or extended in accordance with the terms of this Agreement.
2.2 Termination in the case of an Equipment Lease:
2.2.1 Subject to clause 2.2.3, at the end of the Initial Term, the Lessee shall have the option to request the extension of the term of the relevant Equipment Lease at the revised Monthly Rental Amount (the “Revised Monthly Rental Amount”) and for the additional term (the “Additional Term”) to be specified in a supplemental Order Confirmation (the “Supplemental Order Confirmation”) to be submitted by the Lessee as per the provisions of clause 2.2.4 below. The exercise by the Lessee of the option to extend the Equipment Lease under this clause 2.2.1 shall be subject to (a) the acceptance of the Supplemental Order Confirmation by Precision Infocomm and, if applicable, (b) the simultaneous extension of the term of the agreement between Precision Infocomm and the Lessee for the provision by Precision Infocomm to the Lessee of the respective satellite airtime services associated with the relevant Leased Equipment as part of the corresponding Satellite Airtime Services and Equipment Contract for an equal Additional Term.
2.2.2 At the end of the Initial Term, or, if the Lessee and Precision Infocomm agree to the extension the Equipment Lease as per clause 2.2.1, at the end of the Additional Term, the Lessee shall have an option to purchase the Leased Equipment, at the purchase price set out in the Order Confirmation or, if applicable, in the Supplemental Order Confirmation, provided always that the Leased Equipment’s useful life for the purposes of this clause shall not exceed seven (7) years from its Commencement Date and any purchase shall be based on the fair market valuation of the Leased Equipment at the time of such purchase.
2.2.3 If the Lessee does not exercise the options provided for in clause 2.2.1 or 2.2.2 above or upon termination of the Equipment Lease as per the provisions of clauses 12.1 and 12.2 below, then, at Precision Infocomm’s option, the Lessee shall:
126.96.36.199 return the Leased Equipment to Precision Infocomm, at the Lessee’s expense (including but not limited to uninstallation and shipping expenses), fully insured against risk of loss or damage, to a location designated by Precision Infocomm, wherein risk of loss or damage remains with the Lessee until receipt of the Leased Equipment by Precision Infocomm; or
188.8.131.52 dispose of the Leased Equipment, wherein the Lessee shall comply with the reasonable instructions of Precision Infocomm together with any relevant laws or regulations in the territory in which the Leased Equipment is disposed of.
2.2.4 The Lessee shall notify Precision Infocomm of its desire to extend the Equipment Lease no later than one hundred and twenty (120) days prior to the end of the Initial Term by submitting a Supplemental Order Confirmation. The relevant Equipment Lease shall be deemed extended once the Supplemental Order Confirmation is accepted by Precision Infocomm according to the provisions of clause 1.3.
2.2.5 The Lessee shall be liable for payment of all amounts due under an Equipment Lease until it has complied with its obligations under the above clauses (as applicable).
2.2.6 Nothing in this Agreement shall operate so as to restrict the Lessee at any time from entering into any arrangement with a third party in respect of their right to acquire the Leased Equipment pursuant to the Lessee’s exercise of its option to purchase as set forth herein.
2.3 Termination in the case of an Equipment Rental:
2.3.1 Subject to clause 2.3.3, at the end of the Initial Term, the Lessee shall have the option to unilaterally procced with the extension of the term of the relevant Equipment Rental at the agreed Monthly Rental Amount for an indefinite period of time by way of maintaining the Leased Equipment in its possession and use thereunder.
2.3.2 Following the extension of the Initial Term in accordance with clause 2.3.1 above, either Party shall have the right to terminate the relevant Equipment Rental at any time without cause subject to giving to the other Party thirty (30) days prior notice.
2.3.3 If the Lessee does not exercise the option provided for in clause 2.3.1 above or upon termination of the Equipment Rental as per the provisions of clause 2.3.2 above or clauses 12.1 and 12.2 below, the Lessee shall return the Leased Equipment to Precision Infocomm, at the Lessee’s expense (including but not limited to uninstallation and shipping expenses), fully insured against risk of loss or damage, to a location designated by Precision Infocomm, wherein risk of loss or damage remains with the Lessee until receipt of the Leased Equipment by Precision Infocomm.
2.3.4 The Lessee shall notify Precision Infocomm of its desire to extend the Equipment Rental no later than one hundred and twenty (120) days prior to the end of the Initial Term by submitting a Supplemental Order Confirmation. The relevant Equipment Lease shall be deemed extended once the Supplemental Order Confirmation is accepted by Precision Infocomm according to the provisions of clause 1.3.
2.3.5 The Lessee shall be liable for payment of all amounts due under an Equipment Rental until it has complied with its obligations under the above clauses (as applicable).
3. Rental Payments
- Precision Infocomm in the
currency and amount specified in the Order Confirmation, and such payments
shall be made by electronic funds transfer directly to the bank account
designated by Precision Infocomm in writing and shall be deemed to be
received by Precision Infocomm on the date the amount is credited to Precision Infocomm’s bank
account and available for use by Precision Infocomm (the “Rental Payments“).
The Lessee shall be solely responsible for the costs associated with anyelectronic
funds’ transfers associated with the Rental Payments.
- or Equipment Rental, as applicable, under this Agreement both in its own name and for and on behalf of each respective Lessee) shall be bound and shall be jointly and severally liable towards Precision Infocomm for any and all obligations arising under this Agreement, including but not limited to the Rental Payments provided for in this clause together with each respective Lessee as fully and completely, as if the Manager were himself that Lessee.
4. Terms of Freight, Title and Risk
- Annex D, shall be responsible for obtaining all relevant export crew callings and/or authorisations required for such export.
6. Use of the Equipment
6.1 The Lessee shall:
6.2 The Lessee acknowledges that Precision Infocomm shall not be responsible for any loss of or damage to the Leased Equipment arising out of or in connection with any negligence, misuse, mishandling of the Leased Equipment or otherwise caused by the Lessee or its officers, employees, agents, contractors and/or other third-party, and the Lessee undertakes to indemnify Precision Infocomm on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Lessee to comply with the terms of the Equipment Lease or Equipment Rental, as applicable.
7.2 Unless Precision Infocomm shall consent in writing to the contrary (such consent not to be unreasonably withheld), no additions, improvements, variations, modifications, or alterations (“Additions“) of whatsoever kind or nature shall be made to the Leased Equipment. Any Additions to the Leased Equipment shall first be offered for leasing by Precision Infocomm upon the terms and conditions of this Agreement. In the event that Additions are made to the Leased Equipment, then the same shall be deemed to be Precision Infocomm’s property.
8.1 Upon initial receipt, the Lessee’s acceptance of
delivery of the Leased Equipment shall be conclusive evidence that it has
examined the Leased Equipment and found it to be complete and in good order,
unless the Lessee notifies Precision Infocomm otherwise in writing within fourteen
(14) days of Lessee’s initial receipt of the Equipment.
8.2 So far as Precision Infocomm can reasonably procure (but without any liability being imposed upon Precision Infocomm in respect thereof), the Lessee shall be entitled to the benefit of any guarantees or warranties which may be offered by the manufacturer of the Leased Equipment, whether new or used or refurbished, as the case may be, but the Leased Equipment is not supplied by Precision Infocomm with or subject to any conditions or warranties express or implied by statute or otherwise as to its/their quality or merchantability or fitness for any particular purpose all of which are hereby excluded, and Precision Infocomm shall in no circumstances be liable to the Lessee for any breach of any such warranties or conditions.
The Lessee shall indemnify, defend and hold Precision Infocomm harmless against any and all losses, costs, charges, damages, liabilities, judgments, settlements and/or expenses, including attorneys’ fees, suffered or incurred by Precision Infocomm by reason of any claim made by any third party in respect of or arising out of the Lessee’s negligence, willful misconduct or breach of this Agreement or an Equipment Lease or Equipment Rental, as applicable.
The Manager, acting both in its own name and for and on behalf of Lessee, represents that:
12.3 An Equipment Lease or Equipment Rental, as applicable, shall terminate if, in Precision Infocomm’s reasonable opinion, and (where practicable) with prior consultation with the Lessee, the Leased Equipment subject to the Equipment Lease or Equipment Rental, as applicable, is damaged beyond repair, lost, stolen, seized or confiscated.
- by Precision Infocomm), or pursuant to clause 12.3, without prejudice to any other rights or remedies of Precision Infocomm:
14. Service Suspension
Without prejudice to any other rights under this Agreement, if the Lessee fails to pay any amount due under an Equipment Lease or Equipment Rental, as applicable, in material breach of such Equipment Lease or Equipment Rental, as provided in clause 12.1, Precision Infocomm shall be entitled to suspend the provision of the airtime services provided by Precision Infocomm associated with the relevant Leased Equipment as part of the respective Satellite Airtime Services and Equipment Contract (the “Services”) to the Lessee until payment is received in full, and Precision Infocomm shall have no liability to the Lessee or any third party caused by any such suspension of the Services.
15.1 Except for the Lessee’s and/or Manager’s obligations under clauses 3 and 5 above and any other payment obligations of the Lessee and or the Manager under this Agreement or an Equipment Lease or Equipment Rental, as applicable, in relation to which this clause 15 shall not apply, neither Party will be liable to the other if it is unable to perform any obligation specified in this Agreement or an Equipment Lease or Equipment Rental, as applicable, because of a matter beyond its reasonable control (a “Force Majeure Event”) including, but not limited to:
15.1.1 Acts of God (for example, lightning, flood, cyclone, earthquake, landslide, storm or other extraordinarily adverse weather conditions), peril of the sea, accident of navigation, war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or by law), martial law, fire, explosion, power shortage, strike or other labor difficulty (whether or not involving Precision Infocomm employees), epidemic, quarantine, ionizing radiation or radioactive contamination; and
15.1.2 Action or inaction of any government or other competent authority (including any court of competent jurisdiction), including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order.
15.2 The Party unable to perform its obligation under this Agreement or an Equipment Lease or Equipment Rental, as applicable, as the result of a Force Majeure Event shall promptly notify the other Party thereof and shall use all commercially reasonable efforts to avoid or remove such cause of non-performance. In the event that a Force Majeure Event continues for a period of at least six (6) months, either Party shall have the right to terminate the Agreement and/or the relevant Equipment Lease or Equipment Rental, as applicable, by giving not less than thirty (30) days’ prior written notice to the other Party. Termination of this Agreement and/or of an Equipment Lease or Equipment Rental, as applicable, under this clause 15.3 shall not affect Precision Infocomm’s rights under clause 13 above, which shall survive such termination.
15.3 Notwithstanding the foregoing, a Party may not assert the occurrence of a Force Majeure Event in any instance in which, prior to the execution of this Agreement: (i) the Party knew of the occurrence or potential occurrence of such event,and (ii) the Party failed to notify the other Party of such occurrence or potential occurrence.
15.4 For purposes of this clause 15, the Parties acknowledge an existing potential for an act of terrorism but further acknowledge and agree that an actual occurrence of an act of terrorism shall not preclude the assertion of a Force Majeure Event hereunder.
16. Compliance with Export Regulations
18. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Further each respective Equipment Lease or Equipment Rental, as applicable, shall constitute the entire agreement between Precision Infocomm on the one hand and the relevant Lessee together with the Manager on the other hand and shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
No variation of this Agreement or variation of an Equipment Lease or Equipment Rental, as applicable, shall be effective unless it is agreed upon in writing and signed by the Parties (or their authorised representatives).
20. No Partnership or Agency
20.1 Nothing in this Agreement or an Equipment Lease or Equipment Rental, as applicable, is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of either Party.
20.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person or entity.
21. Further Assurance
Each Party shall, and shall use all reasonable endeavors to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
A third party that is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act or any right of a party to this Agreement or to an Equipment Lease or Equipment Rental, as applicable, to enforce any term of this Agreement or of an Equipment Lease or Equipment Rental, as applicable, for and on behalf of such third party where applicable, except that Precision Infocomm’s affiliates may enforce the rights and benefits granted to it under this Agreement or an Equipment Lease or Equipment Rental, as applicable.
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or an Equipment Lease or Equipment Rental, as applicable, or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement or any Equipment Lease or Equipment Rental, as applicable, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of this Agreement or any Equipment Lease or Equipment Rental, as applicable, is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement or any Equipment Lease or Equipment Rental, as applicable.
26.1 A notice under or in connection with this Agreement or any Equipment Lease or Equipment Rental, as applicable, to be entered into hereunder shall be in writing, in English and delivered personally, sent by first class post (and air mail if overseas), or by electronic mail to the Party as specified in clause 26.2, or to another person/department, address, or electronic mail specified by Precision Infocomm (in the case of notices to Precision Infocomm) or by the Lessee (in the case of notices to the Lessee) by notice to the other Party received before the notice was sent.
26.2. The address referred to in clause 26.1 is:
26.2.1 in the case of notices to Precision Infocomm:
Address: Precision Infocomm Private Limited,
10 Bukit Batok Crescent,
#14-03, The Spire,
Email: firstname.lastname@example.org and email@example.com
27. Governing Law
This Agreement and any Equipment Lease or Equipment Rental, as applicable, to be entered into hereunder and any dispute or claim arising out of or in connection with them or their respective subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Singapore.
Each Party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement and any Equipment Lease or Equipment Rental, as applicable, to be entered into hereunder or their respective subject matter or formation (including non-contractual disputes or claims). Notwithstanding the foregoing, Precision Infocomm will be entitled to initiate any proceedings arising out of or in relation to this Agreement and/or any Equipment Lease or Equipment Rental, as applicable, to be entered into hereunder in any court having jurisdiction.
Duly authorized representatives of the Parties have entered into this Lease Agreement effective as of the date of equipment and service commission.
LIST OF LESSEES AND THEIR RESPECTIVE VESSELS
|No.||Lessee||Vessel||Flag||Off. No.||IMO No.|
I. Ku-Band VSAT Equipment
A. INTELLIAN v100 Ku-Band System, consisting of:
B. SAILOR 900 VSAT Ku (System), consisting of:
II. MODEM (KU VSAT use)
iDirect Evolution X7 Satellite Router
III. GX Equipment
IV. NETWORK SERVICE DEVICE (FX use)
HARD NSD Cisco 2911
A. INFINITY Standard
B. INFINITY Standard RM
C. Infinity Plus 230
D. Infinity Plus XR2
E. Infinity Plus 440
F. Infinity Plus (fanless) UNO
G. Infinity Plus Advantech
H. Infinity CUBE 440
I. Infinity CUBE XR2
VI. IRIDIUM CERTUS
A. JRC JUE-251
C. Cobham SAILOR FB150
D. Cobham SAILOR FB250
E. Cobham SAILOR FB500
F. Cobham SAILOR FB250 19’’ Rack
G. Cobham SAILOR FB500 19’’ Rack
LTE eSIM Router Solution (GSM)
19” Server Rack
CISCO IP Phone SPA 301
CISCO IP Phone SPA 303
Any equipment not listed here but declare in the Order Confirmation as a leasing agreement, will also be included in this terms.
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Precision VSAT/FX Equipment Leasing Terms & Condition