Appendix A: leasing terms and conditions

1.            COMMENCEMENT OF THE LEASE, OBLIGATION TO REPORT DEFECTS, ACCEPTANCE OF THE LEASED OBJECT(S) (HEREINAFTER: “LO”)

The non-cancellable rental period commences on the first day of the calendar month following delivery of the LO. The Lessee shall carefully inspect the LO upon or immediately after delivery for completeness, proper functioning, and report any defects and shortcomings. After the Lessee has determined that the delivery is complete and that the LO is in the condition agreed upon in the contract, the Lessee shall confirm delivery of the LO to the Lessor by means of a delivery confirmation or other document provided by the Lessor.

2.            EXTENSION, END OF LEASE, RETURN OF THE LO

The lease agreement (“Agreement”) shall be automatically renewed for a period of twelve months if it has not been terminated in writing by either party at least six months before the end of the basic lease period or the renewal period. Upon termination of the Contract – even if earlier than the agreed date – the Lessee shall return the LO to the Lessor in a functional and contractually acceptable condition within five working days. The LO shall be returned at the Lessee's expense and risk to the Lessor's business address or, if specified in writing by the Lessor to the Lessee, to another address. If the LO is not returned on time, the Lessor shall have the right, but not the obligation, to collect the LO at the Lessee's expense. The Lessee waives any right of retention on the LO.

If the Contract is terminated for a reason for which the Lessee is responsible or which is attributable to the Lessee, the Lessee will be deemed to be in default of payment of the compensation owed to the Lessor in connection therewith if the Lessee has not made such payment within 14 days of receipt of the notice of termination.

3.            RISKS RELATED TO THE LO

The Lessee bears the risk of loss, destruction, or damage to the LO and the risk of non-payment by third parties liable for this. The Lessee has the right at all times, and if requested by the Lessor, also the obligation, to take out damage insurance for the LO at its own expense under the usual conditions with an insurer of its choice. The Lessee must then provide proof of the existence of the aforementioned insurance cover. If the Lessor has valid objections to the insurer and/or the insurance conditions, the Lessee shall take out insurance with another insurer and/or on acceptable terms.

4.            INSURANCE AND BENEFITS

The Lessee hereby transfers to the Lessor (insofar as necessary in advance) the claims/rights arising from the insurance policy taken out by the Lessee in respect of the LO and against any third parties who have caused damage to the LO. Lessor is always authorized to notify others of the transfer. At Lessor's request, Lessee will be obliged to assert such claims on Lessor's behalf at its own expense in the event of damage and to demand payment from Lessor. The Lessee shall bear any excess, in accordance with the insurance policy. Payments under the insurance policy and payments of compensation by third parties must be used for the repair or replacement of the LO or for compensation for damage. 
If the repair costs exceed half of the market value of the LO at that time, the Lessee may terminate the Contract in writing with immediate effect. If the Lessee terminates the Contract for this reason, the Lessee must place the Lessor in the same position as it would have been in at the (agreed regular) end of the Contract if no damage had occurred to the LO. The Lessee shall then owe the Lessor compensation in accordance with Article 11 of these General Lease Terms and Conditions, plus the residual value of the LO as shown in the Lessor's records.

5.           USE, COSTS, AND REPAIRS

The Lessee shall comply with the supplier's recommendations and the legal requirements relating to the operation of the LO. The Lessee shall maintain the LO in a contractually acceptable and functional condition until it is returned to the Lessor. Furthermore, the Lessee shall indemnify the Lessor against any claims submitted by third parties as a result of the design, operation, or property rights relating to the LO. The LO may not be handed over to any third party.

6.            LIABILITY, RIGHTS, AND OBLIGATIONS OF LESSOR IN THE EVENT OF DEFECTS, WARRANTIES

If defects arise, the Lessee must report this immediately. The Lessee shall only be entitled to suspend payment of amounts due if, after notice of default, Act With Care fails to comply (additionally) and Act With Care demonstrably accepts the Lessee's request for a price reduction or termination of the purchase agreement, or if the Lessee has instituted legal proceedings against Act With Care. Rights arising from defects in an LO will (in any case) lapse after a period of one year due to the statute of limitations. The Lessee's rights as mentioned above do not apply to used LOs. 

7.            TRANSFER OF RIGHTS AND OBLIGATIONS, REFINANCING, COMPLIANCE

The Lessee may only transfer or pledge rights and obligations arising from the Contract with the prior written consent of the Lessor.

The Lessor hereby grants permission for the transfer of rights and obligations arising from the contract for refinancing purposes by means of contract transfer, on the understanding that the transfer does not result in any legal or economic disadvantages for the Lessor. If the Lessee consists of several natural persons and/or legal entities, they are jointly and severally liable for the obligations towards the Lessor. Each Lessee is irrevocably authorized to perform acts and legal acts with the Lessor on behalf of the other Lessee(s) in relation to the Contract (in the broadest sense). Any action or legal act performed by a Lessee with the Lessor shall always be deemed to have been performed on behalf of the other Lessee(s) as well.

8.            INVOICES AND PAYMENT METHODS

The Lessee shall pay the rent in advance on the first day of each calendar quarter (unless otherwise agreed).
The Lessor shall issue separate invoices for the amounts due under the Contract.

9.            TERMINATION AND COMPENSATION

If the Lessee fails to fulfill and/or pay its obligations in full and/or on time, or if it can reasonably be assumed that the Lessee will not fulfill its obligations under the Contract (including but not limited to cases of bankruptcy, deferment of payment, termination of the company/organization, destruction or loss of the LO, seizure or recourse on the LO and relocation of the place of business or business address), the Lessee shall be in immediate default and the Lessor shall be entitled, without any obligation to undo or compensate the Lessee and without prejudice to the Lessor's other rights, to terminate the Contract in whole or in part or to suspend the performance of its obligations.

Upon termination of the Contract, Lessor shall be entitled to immediate payment by Lessee of compensation consisting of the expired rent payments that have not yet been paid and the rent payments that Lessee would have been obliged to pay if the Contract had remained in force, plus interest and costs (including the costs incurred by Lessor in connection with the termination of the Contract). With regard to the amount of the aforementioned compensation, Lessor's records shall constitute conclusive evidence, unless Lessee can provide evidence to the contrary. In the event of termination (or other) termination of the Contract, Lessee shall immediately lose the right to use the LO and Lessee must return the LO to Lessor within five working days. If the Lessee does not return the LO immediately, but no later than within five working days, the Lessee will owe an immediately payable penalty of twice the quarterly fee (rent) owed by the Lessee under the Contract. The Lessee is not entitled to suspend the return of the LO to the Lessor on any grounds whatsoever.

10.          AGREEMENTS WITH THIRD PARTIES

Any changes or additions to the Contract may only be agreed directly between Lessor and Lessee.

The supplier cannot be regarded as a representative of Lessor. Lessor is not responsible for or bound by any promises made or agreements entered into by the supplier.