PRINCIPAL Terms of Wholesale Equipment Lease
These Terms of Wholesale Equipment Lease (this "Agreement"), dated as of ___________, 2022 (the "Effective Date"), are the terms and conditions for any customer who purchases coffee and leases equipment from Principal Coffee Equipment Solutions, LLC.
1. Services. Principal shall lease the coffee equipment to Customer and shall service and maintain the leased coffee equipment (the "Equipment"), the description of which is set forth in the attached Exhibit A. Principal will provide parts and service for preventative maintenance, equipment relocation, emergency work, equipment operation and maintenance instruction. These services will be provided, as deemed necessary by Principal, to ensure ongoing, optimal operation of the equipment for its intended purpose with minimum occurrences of component or equipment failure. Notwithstanding the foregoing, Principal reserves the right to refuse to provide parts or services if they determine the customer has not made sufficient consecutive payments to cover requested services.
2. Coffee Purchase. Customer agrees to purchase all coffee used for the Equipment from Reverie Roasters, LLC on terms agreed upon by the parties.
3. Water Filtration. The customer agrees to permit Principal to install, maintain, and replace water filtration equipment as Principal determines necessary. This ensures that the water provided to the equipment covered in this agreement meets the quality specifications listed by the manufacturer for the customer’s equipment for proper operation.
4. Fees and Expenses. So long as the customer is purchasing coffee from Reverie there is no separate fees or expenses for the equipment lease.
5. Termination.
a) Customer may terminate this Agreement, effective upon thirty (30) day written notice to Principal if Principal fails to meet its obligations under Section 1, including (a) timely restoring the Equipment to working order more than once during any 90 day period.
b) Principal may terminate this Agreement, effective upon thirty (30) day written notice to Customer if Customer (a) fails to timely meet its payment obligations or (b) if Customer ceases to purchase coffee from Reverie.
c) Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
6. Independent Contractor. It is understood and acknowledged that in providing the Services, Principal acts in the capacity of an independent contractor and not as an employee or agent of the Customer. Principal shall control the conditions, time, details, and means by which Principal performs the Services. Customer shall have the right to inspect the work of Principal as it progresses solely for the purpose of determining whether the work is completed according to this Agreement. Principal has no authority to commit, act for or on behalf of Customer, or to bind Customer to any obligation or liability. Principal shall not be eligible for and shall not receive any employee benefits from Customer and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Principal hereunder.
7. Customer Operation. The Customer agrees to operate and perform routine maintenance of all equipment leased to the Customer as advised by Principal or the manufacturer, in accordance with the instructions described in their owner’s manuals or as advised by Principal or the manufacturer.
8. Customer Agreement to Not Perform Certain Services/Actions; Hold Harmless. The Customer agrees not to perform any other service, relocation, or modification to the equipment unauthorized by Principal, either by one of Customer’s agents or by any third party. Customer shall indemnify, defend, and hold harmless Principal and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Principal (collectively, "Losses"), relating to any claim of a third party or Customer arising out of or occurring in connection with Customer’s performance of any other service, relocation, or modification to the equipment unauthorized by Principal, either by one of Customer’s agents or by any third party in violation of this provision.
9. Miscellaneous. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of Kansas, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Wichita, Sedgwick County, Kansas. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; AND (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
Please sign and date below to indicate your understanding of this service agreement. A signed copy will be provided to you for your records.
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Principal Date
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Customer Date
EXHIBIT A
Equipment