Terms and Conditions of Rental – Divi

Terms and Conditions of Rental


All products (“Products”) rented by the “Customer”, from Aztech Global Ltd including its associated companies (hereinafter collectively referred to as “Aztech”) shall be governed exclusively by these terms and conditions of rental upon Customer signing the quotation (the “Contract”). The terms and conditions in this Contract shall apply to and are automatically incorporated in all quotations, orders, agreements and contracts for Products.

No addition to or modification of this Contract will be accepted by or binding upon Aztech unless consented to in writing and signed by an authorised representative of Aztech (such consent may be withheld by the Aztech at its sole and absolute discretion). Any terms and conditions that may be proposed by the Customer (or which are contained in any document or instrument from the Customer) shall automatically be deemed to be objected to and rejected by Aztech unless so consented to by Aztech as stated above. This Contract shall take precedence, prevail, control and solely govern in all instances of any inconsistency between this Contract and any terms and conditions proposed by the Customer (or which are contained in any document or instrument from the Customer).

1. Price: Purchase prices in respect of the Products (“Prices”) are in Singapore Dollars (SGD) and are exclusive of GST. Aztech reserves the right to adjust the Prices as a result of any changes by the Customer to the requirements, specifications, or assumptions in relation to the Products and the Customer shall pay such increased Prices in accordance with the timelines stipulated on Aztech’s invoices.

2. Rental Period: The rental period will be for the period stated in the Contract, which shall commence from the date of complete installation, when Aztech issues a letter of completion to the Customer.

3. Payment Terms: Upon signing this Contract, the Customer shall pay to Aztech one (1) month’s advanced rent as a deposit and the rent for the first month and, subsequently, all charges invoiced by Aztech by the 5th day of each month. The time within which the Customer is to pay for the said Products shall be of essence. Under no circumstances shall the Customer be entitled to make any deduction or to withhold payment for any reason whatsoever. If the Customer fails to make payment when due or defaults in any way, Aztech (i) reserves the right to suspend or cancel performance under the Contract and/or (ii) reschedule the rental period at Aztech’s sole discretion. Each month’s rental shall be separately invoiced and paid for without regard to the other months of the rental term. Aztech may set off any amount(s) payable to the Customer (or any of its affiliates) against any amount(s) that the Customer owes to Aztech or against any advance payments or deposits made by the Customer to Aztech. Aztech shall be entitled to charge interest at 2% per month on a day-to-day basis in respect of any amount of money due and owing to Aztech by the Customer for the period of default and Aztech reserves the right to suspend any service and maintenance of the Products while continuing to charge the Customer the monthly rental pertaining to the Products.

4. Installation of Products: Any time or date for installation named by Aztech is an estimate only but reasonable efforts will be made to install the Products according to schedule. The Customer agrees that Aztech shall not be responsible or liable for any damages arising out of or related to any failure to deliver within the timeline provided. Aztech may make installation in instalments with appropriate partial invoicing issued therefor.

5. Cancellation / Rescheduling: All orders which have been accepted by Aztech may not be cancelled or rescheduled by the Customer except with the agreement in writing of Aztech and on terms that the Customer shall indemnify Aztech in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by Aztech as a result of cancellation or rescheduling. In the case of partial completion of an order Aztech shall be entitled to a quantum merit in respect of Products delivered.

6. Renewal: The Customer may, by giving Aztech three (3) months’ written notice prior to the expiry of the term, extend the duration of the rental period PROVIDED ALWAYS THAT Aztech may at its absolute discretion, vary, add and/ or amend any of the terms and conditions contained herein.

7. Termination: At the end of the rental period, the Products shall be returned to Aztech in a good and serviceable condition (fair wear and tear excepted only). The Customer shall allow Aztech to access the Customer’s premises to dismantle and remove the Products. The Customer may, by giving Aztech three (3) months’ written notice, terminate the rental from Aztech. In the event of early termination of the rental term hereby created, the Customer shall pay Aztech in full the balance sum of money payable pertaining to the uncompleted period of term hereby created and whatever amount outstanding as invoiced by Aztech prior to the termination, including administrative fees.

8. Breach: In the event the Customer breaches any of the terms and conditions contained in this Contract, Aztech reserves the right to terminate the rental described above with immediate effect and to repossess from the Customer all Products rented to the Customer and the Customer shall pay to Aztech in full the remaining amount pertaining to the uncompleted period of term hereby created and whatever amount outstanding as invoiced by Aztech prior to the termination. If the Customer shall make any default in or commit a breach of this Contract or any other obligation to Aztech, or if any distress or execution shall be levied upon the Customer’s property or assets, or if the Customer shall make or offer to make any arrangements or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against the Customer, or if the Customer is a limited company, resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertaking, property or assets or any part thereof shall be appointed, Aztech shall have the right forthwith to terminate any subsisting contracts without liability, and upon written notice of such termination being posted to the Customer’s last known address, any subsisting Contract shall be deemed to have been determined without waiving any other remedies Aztech may have against the Customer.

9. Annual Maintenance: Aztech shall conduct annual maintenance of the Products and, at the discretion of Aztech, any further service of the Products as may be required. Such maintenance and service shall be conducted between 8.30 a.m. to 6.00 p.m. on business days. The description, serial number of the Products and location will be in Aztech’s records, details of which can be provided to Customer upon request. All replaced parts will become the property of Aztech. The Customer shall allow Aztech to access the Customer’s premises to conduct the annual maintenance. The Customer shall pay for overtime charges for any service request outside the regular business days and hours as stated in this clause.

10. Customer ObligationsThe Customer agrees:

i. that the Products remain at all times the property of Aztech and that the Customer is entitled to possession of the Products during the rental period as lessee only;

ii. pay for any repairs, adjustments, or replacement of parts made necessary by the Customer’s negligence, wilful act, default or use of supplies or accessories not approved by Aztech;

iii. to keep the Products in good and serviceable condition (fair wear and tear excepted only) and to operate the Products safely, strictly in accordance with the law, only for its intended use, and in accordance with any manufacturer’s instructions supplied by Aztech or as stated on the Products;

iv. that all maintenance, service and repairs to the Products must only be carried out by Aztech, or where Aztech deems necessary, an Aztech authorised agent and Aztech.

v. to pay for the cost of repairs for damage that is not fair wear and tear and which affects the Product’s operational, aesthetic or safety capabilities;

vi. to keep the Products in the possession and control of the Customer at all times and not to remove the same from the premises where they are installed without the prior written consent of Aztech. The Customer agrees to provide Aztech one (1) month’s notice if the Customer intends to move the Products from the installation address as stated in this Contract to a different installation address. The Customer also agrees to pay Aztech all expenses incurred with regard to any such relocation; and

vii. to promptly notify Aztech of any loss or damage to the Products or to any person or other property and that in such circumstances the Customer is not permitted to use the Products until either the Products have been cleared for usage by Aztech in writing upon inspection by Aztech or Aztech has rectified the loss or damage contemplated under this clause

11. Aztech’s Right to Vary, Add and/or Amend Agreement: Aztech reserves the absolute right to vary, add and/or amend any term(s) of this Contract (including the terms relating to monthly rental charge) at any time and from time by giving the Customer one (1) month’s prior written notice.

12. Insurance: At all times during the term of this Contract, the Customer shall be responsible for maintaining appropriate insurance coverage for fire, theft and accidental damage to the Products. The Customer shall deliver duly issued certificates of insurance evidencing such coverage to Aztech upon request in writing from Aztech. The amount and coverage of such insurance will not limit the Customer’s liability nor relieve the Customer of any other obligation under this Contract. If the Customer fails to obtain or maintain any of the foregoing insurance coverages, it will assume and hereby assumes liability and risk for, and indemnifies Aztech against, any and all damages, demands, claims, losses, actions, liabilities, lawsuits, judgments, and expenses (including without limitation, reasonable legal fees and expenses) to the extent that same would have been covered as if the foregoing insurance coverage had been obtained and maintained.

13. WarrantyAztech expressly excludes and disclaims any and all representations, warranties, conditions and other terms of any kind, whether implied or express, by operation of law or otherwise, and specifically disclaims all implied warranties of merchantability or fitness for a particular purpose or use, non-infringement, and all other obligations or liabilities on the part of Aztech with respect to the services, products and their performance, whether such liabilities arise in contract, tort (including negligence), breach of statutory duty, by reason or misrepresentation, or otherwise arise out of or in connection with any contract or any products or services provided under any contract.

14. Inspection of Products: The Customer shall inspect the Products immediately upon the completion of the delivery of the Products and shall within three (3) days from such inspection give notice in writing to Aztech of any matter or thing by reason whereof the Customer alleges that the Products are not in accordance with the Contract. If the Customer fails to give such notice the said Products shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the same accordingly.

15. DisclaimerAztech shall not under any circumstances whatsoever be liable for any loss, injury, damage or delay arising out of any cause whatsoever beyond Aztech’s reasonable control or any malfunctioning of or defect in or failure of any of the Products or any loss of the use of any item of the Products. Aztech shall not be liable for and the Customer shall indemnify and hold Aztech harmless against any claim by or loss or damage to any person or property directly or indirectly caused by the Customer.

16. Limitation of Liability: Notwithstanding anything to the contrary elsewhere herein, Aztech shall not be liable for any incidental, special, remote or consequential damages (including but not limited to the loss of revenue or profits) arising from or caused, directly or indirectly, by the Customer’s use of the Products, or by Aztech’s performance, or failure to perform under this Contract or by any other act or omission of Aztech, or by any other cause. In no event will Aztech’s total liability to Customer for any cause exceed the sum paid to Aztech by Customer for the rental of Products hereunder.

17. Legal Fees: In the event that any action is brought by Aztech to enforce any provision of this Contract, Aztech shall be entitled to recover from the Customer, in addition to the amount of any judgement, its legal fees and other related expenses.
18. Prohibition by the lawAny provision of this Contract prohibited by applicable law or by any court decree shall be ineffective to the extent of such prohibition, but such provision shall not in any way invalidate or affect the remaining provisions of this Contract.
19. Waiver: Failure or neglect by Aztech to enforce at any time any of the provisions hereof shall not be construed nor deemed to be a waiver of Aztech’s rights hereunder nor in any way affect the validity of the whole or any part of this Contract nor prejudice Aztech’s rights to take subsequent action.
20. Force Majeure:  Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, fire, earthquakes, component and material shortages or rationing, acts of God, labour disputes or disturbances, riots, acts of war, industrial disputes, governmental regulation, communication or utility failures, or casualties. In the event Aztech fails to deliver the Products due to such causes, the Customer may either: (i) terminate this Contract or any part hereof as to Products not shipped; or (ii) suspend this Contract in whole or in part for the duration of the delaying cause. Aztech shall resume performance under this Contract immediately after the delaying cause ceases and, at the Customer’s option, extend the then current term for a period equivalent to the length of time the excused delay endured.
21. No Assignment of ContractThis Contract shall not be assignable by either party save that Aztech shall be permitted to assign this Contract to any of its subsidiaries, related or associated companies.
22. Applicable LawThe validity, construction and performance of this Contract and any other contract between the Customer and Aztech shall be governed by the laws of Singapore. All claims or suits with respect to this Contract and other contracts shall be brought in the jurisdiction of the courts of the Republic of Singapore.
23. Entire Agreement: This Contract embodies the entire agreement between the parties hereto and supersedes all other prior agreements between the parties in connection with the rental of Products described herein.