Table of Contents
TRIPARTITE LEASE AGREEMENT BETWEEN LESSOR, LESSEE
TRIPARTITE LEASE AGREEMENT BETWEEN LESSOR, LESSEE
TRIPARTITE LEASE AGREEMENT BETWEEN LESSOR, LESSEE
AND THE GUARANTOR
THIS AGREEMENT of Lease made at ……………….. this ……………… day of ……………., 2000, between
ABC Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at
……………….. (hereinafter referred to as “the lessor”) of the FIRST PART and XYZ Co. Ltd., a company
incorporated under the Companies Act, 1956 and having its registered office at ………………. (hereinafter
referred to as “the lessee”) of the SECOND PART and M, son of ……………….. resident of …………………
(hereinafter referred to as “the Guarantor”) of the THIRD PART.
WHEREAS on the request made by the Lessee, the Lessor has agreed to purchase the equipment, more
particularly described in the Schedule hereto (hereinafter referred to as “the Equipment”) at the price
mentioned in the proposal form signed by the Lessee.
AND WHEREAS the Lessee has offered to take the equipment so purchased by the lessor.
AND WHEREAS the Guarantor has agreed to stand surety for the payment of lease rentals and
observance and performance of covenants, stipulations and terms and conditions of this agreement.
AND WHEREAS the Lessor has agreed to purchase and lease the said equipment to the Lessee upon the
terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED AS FOLLOWS:
- In pursuance of the said agreement and in consideration of the lease rent hereby reserved and
of the covenants, stipulations and terms and conditions herein contained and on the part of the lessee to be
observed and performed, the Lessor doth hereby grant the lease of the equipment unto the Lessee upon the
terms and conditions hereinafter mentioned for the term of …………… years commencing on the
……………….. day of ……………….., 2000. - The Lessee shall pay to the Lessor lease rent at the rates on the days and in the manner
specified in the Schedule hereunder written without deduction or abatement in advance on the 1Oth day of
each calendar month, the first such payment to be made on the ……………….. day of ……………….. and if the
lease rent is not paid on the due dates, the Lessee shall pay interest thereon at the rate of ……………….. %
per month from the due date till payment. - The equipment shall be delivered to the Lessee by the manufacturer at the Lessee’s factory at
the address specified in the Schedule and the Lessor will not be liable for any loss or damage caused to
the equipment before or in the process of transportation or delivery of the equipment. - The Lessee acknowledges, declares and agrees that:
(i) the equipment is of a size, design, capacity and manufacture selected by the Lessee;
(ii) the Lessee has selected the equipment and the manufacturer based on its own judgment;
(iii) the Lessor is not the manufacturer or supplier of the equipment and it has not made any
representations or statement about the equipment and the Lessee disclaims any reliance on the statement
made by the Lessor, if any relating to the equipment;
(iv) the Lessee has not given any warranties express or implied on to any matter whatsoever
including the condition, fitness or merchantability of the equipment or suitability of the same for any
purpose;
(v) the Lessor will not be liable to the lessee for any liability, claim, loss, damage or expenses
of any kind or nature whatsoever arising from the leasing, installation, use or operation of the equipment
or its failure to operate or perform or otherwise howsoever.
- The lessee shall throughout the said term:
(i) Pay the lease rentals and other amounts regularly and punctually payable hereunder.
(ii) Keep and maintain the equipment in good and substantial repair and condition (fair wear and tear
excepted) and in case the equipment is required to be repaired, to get the equipment repaired by the
person, firm or body nominated by the lessor and in the event of the lessee failing to do so, the lessor shall
be entitled to take possession of the equipment and get the equipment repaired and in such case the lessee
will forthwith repay to the lessor the full cost of repairs incurred by the lessor.
(iii) Install, use and operate the equipment properly and carefully and in conformity with the instructions
given by the manufacturer in this behalf.
(iv) To pay or cause to be paid all rates, taxes, licence fees, duties, surcharges, registration charges and
other outgoings payable in respect of the equipment, or its installation, use or operation thereof or in
respect of the premises where the equipment may be placed or kept for the time being and on demand
produce the receipts thereof to the lessor or his authorised representatives and in case of failure by the
lessee to pay the rates, taxes, etc., the lessor shall be at liberty (but not bound) to make all or any of such
payments and to recover the amount thereof from the lessee forthwith.
(v) Keep the equipment at all times in its possession and control at the location shown herein viz.
……………….. and will not remove the said equipment therefrom without the prior written consent of the
lessor.
(vi) Not cause or permit affixation of equipment to any immovable property.
(vii) Insure and keep the equipment insured during the term of the lease, at its own cost, in the name of
the lessor against loss or damage by theft, fire, accident, and other risks and on such terms as the lessor
may require with .. company Ltd. for an amount equal to the full value of the equipment, in the event of
the lessee failing to insure, the lessor may do so and recover the cost thereof from the lessee forthwith.
The Lessee shall pay the insurance premiums and shall hand over the policies of insurance and receipts of
payment of premiums to the lessor.
(viii) Not to make any alteration, addition or improvement in equipment without the prior written consent
of the lessor and any alteration, addition or improvement when made to the equipment shall be deemed to
be part and parcel of the equipment owned by and belonging to the lessor.
(ix) To permit lessor and all persons authorised by it at all reasonable times to enter upon the premises
where the equipment is placed or kept for the time being in force and to inspect and examine the condition
of the equipment.
(x) Obtain all necessary licences, permissions, etc. for the use and operation of the equipment and not to
use the equipment in contravention of the terms and conditions of such licences, permissions, bye-laws or
regulations of any local or statuary authority for the time being in force.
(xi) To indemnify and keep indemnified the lessor against any claim, demand, liabilities, proceedings or
expenses, brought, filed or incurred against him relating to the transportation, delivery, operation or use of
the equipment including injuries to or death of persons arising from or pertaining to the transportation
possession, installation, operation or use of the equipment.
- The lessee acknowledges, declares and confirms that it holds the equipment as a mere bailee
and the lessor is and will be having sole and exclusive right, title and interest in the equipment and the
lessee will affix or place plate or makings on the equipment indicating the lessors title and therein. - (i) If the equipment or any part thereof is lost, destroyed or damaged, the lessee shall notify
you the same to the lessor and receive the moneys from the insurance company and hold the same on trust
for the lessor and pay or apply the same as directed by the lessor.
(ii) If in the opinion of the lessor, the equipment is lost, stolen or damaged to such extent, which is
incapable of repair; the insurance money will be applied to make good the damages under the insurance
policies.
(iii) If in the opinion of the lessor. the equipment can be repaired then the insurance monies shall be
applied in repairing or replacing the equipment with similar type and quality and in such an event the
replaced equipment shall be held by the lessee under the terms of this lease.
(iv) Save as provided in above sub-clauses, the loss, theft or destruction of or damage to the equipment
shall not affect the continuance of the lease and the lessee will continue to be liable to pay lease rentals in
respect of the equipment.
- If the lessee-
(i) fails to pay lease rentals or part thereof or any other payments payable hereunder for a period
of one month; or
(ii) fails to effect insurance of the equipment or fails to pay insurance premiums as and when due
or fails to reimburse the same to the lessor if paid by him; or
(iii) sells, mortgage, charge, demise, sub-let or otherwise dispose of or tries to sell, mortgage,
charge, demise, sub-let or otherwise dispose of the equipment; or
(iv) fails to perform or observe its covenants, stipulations, terms and conditions, to be performed
or observed by the lessee under this lease deed or in any other document executed by the lessee in
connection herewith and such failure or breach continues for a period of one month after service of
written notice to the lessee; or
(v) pass a resolution of winding-up or have a petition for winding- up presented against or if a
receiver shall be appointed of the whole or part of the assets, properties or undertakings of the lessee or
shall compound with or enter into any composition with its creditors;
(vi) do or suffer any act or thing or omits to do or suffer any act or thing, in consequence of which
the equipment may or is likely to be distrained, endangered, attached or taken execution under any legal
process or by any public authority.’
(vii) if any judgment or order against the lessee shall remain unsatisfied for more than fourteen
days;
(viii) if he abandons the equipment.
Then and on the occurrence of any such event it shall be lawful for the lessor to terminate this agreement,
without prejudice to any action that it may take against the lessee for any right or remedy under this
agreement or otherwise at law or to exercise all or any of the following rights or remedies viz:
(i) to take possession of the equipment and for that purpose enter upon any premises where the
equipment is or is believed by the lessor to be for the time being situated and detach and dismantle the
equipment;
(ii) sell, transfer, assign, lease or dispose of the equipment or part
thereof by public or private sale with or without notice to the
lessee;
(iii) require the lessee to pay to the Lessor all sums due and payable under this lease, interest on
the due lease, rentals, liquidated damages for loss of a bargain and not as a penalty and other expenses
incurred by the lessor due to termination of the lease before the term of the lease;
(iv) exercise any other right or remedy available to the lessor under
any law for the time being in force.
It is hereby declared that the lessee shall also be liable to pay all legal fees, costs and expenses incurred by
the lessor from the foregoing defaults or the exercise of the lessors’ remedies and the remedies referred to
above are not intended to be exclusive, but shall be cumulative and shall be in addition to any other
remedy available to the lessor under any law for the time being in force.
- Any express or implied waiver, by the lessor of any default shall not constitute a waiver of any default
by the lessee or waiver of any of the lessor’s right. The lessor shall not be deemed to have waived any of
the lessor’s rights or any provision of this agreement or any notice given hereunder unless such waiver be
provided in writing by lessor.
10 If the lessee having paid all lease rentals and other amounts payable under the lease deed and observed
and performed all the covenants, stipulations, terms and conditions, shall desire to renew this lease and
shall give notice of such desire not less than ……………….. months prior to the expiration of the term
hereby granted, the lessor shall grant renewal of the lease for a further period of ……………….. years
commencing on the date of expiration of this lease on the same terms and conditions as those herein
contained including the right of renewal, but at a lease rental of Rs……….. per month.).
- Upon expiry of the lease term hereby granted or renewal hereof or sooner determination in terms of
this lease deed, the lessee shall at its own cost forthwith deliver or cause to be delivered the equipment to
the lessor at such place as may be intimated by the lessor to the lessee. - Time shall be the essence of this agreement in so far it relates to the observance or performance of all
or any of its obligation, covenants or liabilities hereunder by the lessee. - During the term of this lease, the lessee shall submit its Balance Sheet and Profit and Loss Account as
and when they are ready and other information, reports and statements as may be required by the lessor. - This agreement is personal to the lessee and it shall not transfer, assign or otherwise dispose of its
rights or obligations hereunder. - The Guarantor hereby guarantees the payment of lease rentals and other moneys payable by
the lessee to the lessor under these presents and observance and performance of the covenants,
stipulations, terms and conditions by the lessee. The Guarantor also hereby agrees to pay on demand any
money due or which becomes payable under this agreement and not paid by the lessee. The guarantor
hereby further agrees that any time granted to the lessee or any indulgence shown to him in respect of this
agreement shall not prejudice the lessor’s right or relieve the guarantor from his guarantee, which shall be
a continuing guarantee and his liability will be coextensive with that of the lessee and it will not be
necessary for the lessor to serve any notice to the guarantor for any default committed by the lessee or any
concession, or indulgence shown by the lessor to the lessee. - The lessor hereby assigns to the lessee the right of warranties provided by the manufacturer of
the equipment and the lessee shall be entitled to make any claim for any defect or deficiency, for any
breach of condition or warranty directly against the manufacturer and for this purpose if the lessee
requests to the lessor, the lessor shall authorise the lessee for enforcing due performance of any warranties
or performance guarantees relating to the equipment. - All disputes, questions, differences and claims whatsoever arising from this agreement between the
parties and/or /their successors or assigns touching these presents or any right or liability arising from
these presents shall be referred to the arbitration of two arbitrators, one to be appointed by each party and
such reference shall be deemed to be reference under and subject to the provisions of Arbitration Act,
1940 or any statutory modification or re-enactment thereof for the time being in force and arbitration
proceedings will be held at ………………..
- Any notice or letter required to be given herein shall be given to the parties hereto in writing by
Registered Post Acknowledgment Due at the addresses above mentioned or such other address as the
parties may hereafter substitute by notice in writing to the other parties. - All prior agreements or arrangements whether oral or written between the parties or relating to the
lease of the equipment by the lessor to the lessee shall be deemed to be cancelled and superseded by this
agreement. - This lease deed shall be executed in triplicate. The original shall be retained by the lessor, duplicate by
the lessee and triplicate by the guarantor. - The stamp duty and all other expenses in respect of this lease deed and duplicate thereof shall be
borne and paid by the lessee. (22) The headings to the clauses of this agreement are meant only for
convenience of reference and shall not in any way be taken into account in the interpretation of these
presents. - It is hereby agreed between the parties that this agreement shall be subject to the exclusive jurisdiction
of the City Civil Court at …………………
IN WITNESS WHEREOF the parties hereto have executed these presents and duplicate and triplicate
copy thereof on the day and year hereinabove written.
The Schedule above referred to
Signed and delivered by the within named ABC Co. Ltd.,
the lessor by the hands of Shri …………………
Managing Director thereof
Signed and delivered by the within named XYZ Co. Ltd.,
the lessee by the hands of Shri …………… Managing
Director thereof
Signed and delivered by the within named M, the guarantor
WITNESSES;
1.
2.
