Equipment Lease and Service Agreement
This Service Agreement is entered by and between VRTKL, Inc., a Delaware Corporation, Fork Farms, LLC, a Wisconsin Corporation, and Fork Farms Holdings, LLC, a Wisconsin Corporation (“Licensor” or “Lessor”), and “Lessee”. This Agreement shall be effective as of the date an order from Lessee is accepted by Lessor and shall commence until terminated hereunder.
This Agreement sets forth the terms and conditions by which Lessor will lease a Flex Farm system (“the System”) to Lessee.
2. Fees, payments, annual discount, and other conditions. Until otherwise terminated, Lessee will pay to Lessor $144.00 every month for the Services set forth in Paragraph 1 until otherwise terminated under Paragraphs 3 or 4 of this Agreement. Monthly payments shall be made via a credit card, kept on file with Lessor and updated if expired or reissued, or via an authorization for recurring ACH payment from Lessee’s bank account. Lessee certifies that it is an authorized user of the credit card/bank account and will not dispute these scheduled transactions, or any other transactions authorized
Lessee may, at its discretion, pre-pay annually for services under this Agreement and receive a five percent (5%) discount from the monthly fee hereunder, so long as the transactions correspond to the terms indicated in this Agreement.
Lessee understands that this authorization will remain in effect until canceled in writing to firstname.lastname@example.org. No cancellations are allowed during the first twelve (12) months in which the System is being leased and are subject to the termination provisions set forth in Paragraph 4.
All payments will be automatically withdrawn via recurring ACH on the day of the month that corresponds with the original day of purchase (i.e. if purchased on July 5th the next payment will process on August 5th). All payments are due no later than fifteen (15) days beyond the recurring ACH draw date. Overdue payments are subject to a financing charge of 1.5% of the outstanding balance per month. If the payment dates fall on a weekend or holiday, Lessee acknowledges and agrees that the payments may be executed on the next business day. For ACH debits from Lessee’s bank account, lessee acknowledges that, because these are electronic transactions, funds may be withdrawn from Lessee’s account on the transaction dates. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF), Lessee acknowledges and agrees that Lessor may, at its discretion, attempt to process the charge again within 30 days, and Lessee agrees to an additional $35 charge for each attempted and returned NSF, which will be initiated as a separate transaction from the authorized, recurring payment. Lessee acknowledges and agrees that if Lessor unsuccessfully attempts to process the System fee for more than two consecutive months, the entire amount of the System purchase and unpaid interest will immediately come due. Lessee agrees to pay all costs, including but not limited to reasonable attorney fees, accounting fees, and other expenses of collection resulting from any default by Lessee in any of the terms. If Lessee is a tax-exempt agency, a copy of the tax exemption certificate must be presented with its order.
3. Option to purchase. The Flex Farm shall remain the property of Lessor for the duration of this Agreement. Lessee may, at its discretion, purchase the System at any point during this Agreement. The cost to purchase the System is based on how long the system has been in service, as set forth in the list below:
- 1-12 months – MSRP Purchase Price
- 13-24 months – 80% of MSRP
- 25-36 months – 60% of MSRP
- 36+ months – Ask for a quote
4. Defaults within first year, termination after first year. If, within the first twelve (12) months of this Agreement, Lessee fails to make payments in the manner described in Paragraph 2 of this Agreement, or is otherwise terminated at Lessor’s election as set forth herein, Lessee shall return the System to Lessor, at Lessee’s cost, within 15 days from the date the last payment was due. Lessee will also be charged a $500 cancellation fee to cover Lessor’s costs, any necessary repairs, and refurbishment of the system. Lessee authorizes Lessor to process a cancellation fee if cancelled in the first twelve (12) months.
If, after the first twelve (12) months of this Agreement, Lessee fails to make payments in the manner described in Paragraph 2 or Lessee elects to terminate this Agreement more than fifteen (15) days prior to the due date of the next monthly payment, Lessee shall return the System to Lessor at Lessee’s cost. If Lessee fails to return the System upon termination at any time, Lessee authorizes Lessor to process a payment to purchase the System in accordance with the table set forth in Paragraph 3, plus any expenses related to collection, including but not limited to reasonable attorney fees and costs.
5. Limited warranties, mutual limitation of liability. Lessor warrants that the System will work for the purpose of growing fresh food as described on Lessor’s website and associated materials. Lessor makes no claim that the System will grow all plant materials or that the System will achieve any specific volume of production, as yield may vary significantly based on a variety of factors, including varietal, water quality, and skill of the grower. This warranty extends only to the original Lessee and cannot be transferred. In no event will Lessor’s total liability for breach of warranty exceed the purchase price of the product or service. The above warranties are exclusive, and Lessor makes no other representations or warranties of any kind, express or implied.
Lessor’s liability is expressly limited to Lessee’s aggregate payments under this Agreement. In no event shall either Party be liable to the other for any indirect, special, incidental, exemplary, punitive, or consequential damages (including loss of business, staff time, goodwill, use or other economic advantage), whether based upon breach of contract, breach of warranty, tort (including negligence), whether either Party has previously been advised of the possibility of such damages. This mutual waiver of consequential damages shall not apply to those claims for damages arising from the gross negligence or intentional or willful misconduct of a Party.
6. Forum, Venue, and Choice of Law. Any dispute arising out of or relating to this agreement shall be governed by Wisconsin law and shall be venued in Outagamie County Court or the Eastern District of Wisconsin. All disputes as to the legality, interpretation, application, or performance of this Agreement, or any of its terms and conditions, shall be governed by the laws of the State of Wisconsin.
7. Fully Integrated Agreement. This Agreement represents the entire understanding between the Parties and no variation of these terms and conditions will be binding upon Lessor unless agreed to in a subsequent writing and signed by an authorized representative of Lessor.
8. Intellectual property. The Fork Farms logo and all other trademarks mentioned herein are the property of Lessor. Nothing in this Agreement should be construed to convey, expressly, by implication, or by estoppel, a right to resell Products or any component or derivative of that Product. Lessor retains the rights to all applicable intellectual property.
9. Other provisions. Lessor’s failure to strictly enforce any term or condition of this Agreement or failure to exercise any right arising hereunder shall not constitute a waiver of Lessor’s rights to strictly enforce such terms or conditions or exercise such rights thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Lessor may have at law or in equity.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.