Terms and Condition of Lease and Sales Agreement
The following Terms and Conditions of Equipment Lease, together with the Quotation and Modular Building Details which are only valid for thirty (30) days from the date thereon,(collectively referred to as the “Agreement”) are entered into by and between Touax Modular Building USA, llc (“Lessor”) and the Customer identified on the Quotation and Modular Building Details (“Lessee”), which constitutes the complete and exclusive agreement between Lessor and Lessee, superseding and replacing all prior agreements, and shall not be modified or amended except as set forth in this Agreement or by a separate written agreement signed by all parties.
1. Lease: This Agreement is a true lease and not a sale, unless a sale offer is signed by all parties. Unless identified in writing as a sale, Lessee shall not acquire any right, title or ownership interest in or to any units or equipment (“Equipment”) provided by Lessor, except the right to possess and use the Equipment so long as Lessee is not in default under this Agreement. The Equipment shall remain the sole personal property of Lessor even through the Equipment may become affixed to, embedded in or be permanently resting upon real property owned by Lessee. Shall the Lessor and Lessee enter into an agreement to sell the Equipment upon the expiration of the terms of this Agreement, the Equipment will at all times remain the property of Lessor until the final payment of any Sales Agreement entered into by and between the Lessor and Lessee.
2. Rent, and other Payments: Rent begins to accrue upon completion of delivery and set-up of the Equipment (the “Delivery Date”). Unless agreed to otherwise in writing by Lessor, all rental charges (“Rental Charges”) are due in advance on a 30 days basis (“Payment Period”) without demand by credit card, company check (with prior credit approval), certified check, cashier’s check or wire transfer. All new Lessees shall provide information on two (2) credit cards prior to the delivery of Equipment, which Lessee hereby provides authorization to Lessor to charge against should there by a default in payment for any reason. If any payment is not paid when due, Lessee agrees to pay Lessor a charge of one and one-half percent (1 ½%) per month of the amount in arrears for the period such amount remains unpaid, but not to exceed the maximum amount permitted by law, with an additional minimum charge of fifteen dollars ($15.00) per month for administrative cost, until such invoice is paid in full. In the event that Lessee is provided or provides Lessor with a purchase order or similar document in connection with the rental of Equipment, the terms of this Agreement supersedes any conflicting terms of any such documents. Lessee shall owe all Rental Charges for each Payment Period regardless of the number of days Equipment was on-rent in such Payment Period, no prorations are given for partial Payment Periods, and there will be no refund in the event Equipment is returned prior to the end of a Payment Period. Lessee shall pay as liquidated damages $35, along with any bank fees incurred by Lessor, for dishonored checks. If Lessee has provided Lessor with its credit card information and authorization, Lessee hereby authorizes Lessor to charge such credit card for all Rental Charges. The receipt by Lessor of a partial payment of any amount due to Lessor endorsed as payment in full will be deemed to be a part payment only, and any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction, and notwithstanding said endorsements, Lessor may accept and deposit said check without prejudice to its right to receive the balance. Lessee’s obligation (without prior notice or demand) to pay rent and all other amounts due hereunder shall be absolute and unconditional, and not be subject to any abatement, set off, defense, recoupment, or reduction for any reason whatsoever.
3. Taxes: In addition to the Rental Charges, Lessee shall pay or reimburse Lessor for any and all sales and use taxes including, but not limited to, value added taxes, personal property taxes or other direct taxes levied against or based upon the charges or value of the Equipment or its use or operation, or any other taxes levied against or based upon this Agreement, or the execution, filing, recording or performance thereof. The term “direct taxes” as used herein shall include all taxes (except taxes related to the income of Lessor), charges and fees levied, assessed or charged by any local, state or federal taxing authority. If Lessee claims any exemption from any of the taxes, Lessee will supply to Lessor a valid exemption certificate. If at any time Lessor determines the exemption claimed is not valid, Lessor will invoice Lessee for any tax not previously invoiced.
4. Term of Agreement; Extensions: The term of this agreement begins on the date of delivery of the equipment, and ends on the last day of the Minimum Lease Term (“Term”) or the extension period (as herein defined). At the end of the Term, this Agreement may be automatically renewed for an additional length of time, unless Lessee provides Lessor with 45 days prior written notice of its intent to renew the Agreement. Any renewal hereof shall be for the same term of time as the initial lease term and for no less than a term of 6 Payment Periods, with absolutely no month to month terms. For the extension period, on each anniversary of the Delivery Date, the Rental Charges for the Equipment may, at the sole option of Lessor, be increased by an equal to (i) the Rental Charges (then in effect) multiplied by (ii) a fraction (A) the numerator of which is the difference between (1) the Revised Consumer Price Index for all Urban Consumers, all items, U.S. City Average, as reported by the Bureau of Labor Statistics, Department of Labor (the “CPI”) for the last full calendar month preceding such anniversary of the delivery date, and (2) the CPI for the corresponding month of prior anniversary of the Delivery Date (or, in the case of the first anniversary of the delivery Date, the Delivery Date) (the “Prior Year’s CPI”) ; and (b) the denominator of which is the Prior Year’s CPI. Lessee shall be notified of same 15 days prior to the next billing date hereof. Lessee shall have no right to cancel or terminate this Agreement during the Term. There shall be no adjustment to the Rental Charges on any anniversary date if any such adjustments would result in a decrease of the Rental Charges. Lessor shall retain the right to terminate this Agreement during any Extension Period by providing fifteen (15) days notice to Lessee.
5. Site Suitability; Inspection: Lessee shall choose a firm level site accessible by truck to locate the Equipment. Lessee is solely responsible, at its cost, for Site preparation, including, without limitation, structural or grade alterations, snow or water removal, identification and relocation of utility lines. LESSOR ASSUMES NO LIABILITY NOR OFFERS ANY WARRANTY FOR THE FITNESS OR ADEQUACY OF THE SITE OR UTILITIES AVAILABLE AT THE SITE. Lessee shall own such site and/or have express legal authorization to locate the Equipment upon that same site. If Lessee fails to provide such a site, then lessee shall pay for any resulting additional delivery, installation and knock down and return charges, including but not limited to, storage related charges attributable to delayed delivery and/or installation of the Equipment required and/or requested by Lessee. Lessor shall have the right to enter the premises and inspect the Equipment during normal business hours during the term of this Agreement and any Extension Period(s). Lessee will not interfere or allow others to interfere with the progress of Lessor’s delivery and site set up. Lessee will not occupy or allow others to work on or in any portion of the Equipment prior to final setup without Lessor’s permission which shall be granted only in writing (not orally) by an authorized representative of Touax and Lessee will be responsible for and indemnify and hold Lessor harmless from and against any damage to the Equipment or other property, or injury or death arising in connection to such occupancy or work. No charge for labor or material furnished by Lessee shall be allowed as a credit under this Agreement. After Equipment is delivered and placed by Lessor, Lessee must contact Lessor to relocate the Equipment and Lessee will pay Lessor’s then-current relation rates. Lessee may relocate Equipment only upon prior written consent by Lessor.
6. Use; Maintenance; Condition: Lessee shall use the Equipment solely in the conduct of its business and in a careful and lawful manner. Lessee agrees to inspect the Equipment prior to use and to notify Lessor in writing of any defect. Lessee agrees to appoint an agent or representative of Lessee to receive the Equipment and keys thereto, inspect same with an agent or representative of Lessor, and complete a “walkthrough sheet” which shall set forth all defects in the Equipment at the time of delivery. Should no representative be on site to receive the Equipment (“No Show”), Lessor may, at its option, refuse to deliver the Equipment and Lessee will be responsible for all delivery charges incurred by Lessor. In the case of a “no show”, Lessor may, at its option, deliver the Equipment, in which case, the Equipment will be deemed accepted by Lessee and in good and working condition with no defects at the time of delivery. Lessee’s failure to provide Lessor with written notice regarding the results of the inspection, including any noted defects, shall be considered a full acceptance of the condition of the Equipment. Lessee agrees not to remove existing nameplates or decals affixed to the Equipment. Lessee shall pay any and all fees, charges and expenses and comply with all laws related to the use, possession, and operation of the Equipment while it is in Lessee’s possession, including obtaining all approvals and permits related to the use and/or possession of the Equipment. Lessee shall maintain and keep the Equipment in good repair and safe operating condition during the term of this Agreement. A maintenance sheet will be maintained in the Equipment at all times, along with instructions for the Lessee to follow regarding maintenance of the Equipment. The Lessee and all users of the Equipment are deemed to have read the maintenance sheet. If no maintenance sheet is found in the Equipment, then it is the Lessee’s responsibility to request one from its local branch. Lessee may at its choice enter into a maintenance contract with Lessor, which shall be a separate agreement with Lessor, even if the charges incurred thereunder are separately identified in the Rental Charges of this Agreement. Lessee shall keep the Equipment properly ventilated and shall not allow or permit any condition to exist that allows standing water to accumulate in, on or under the Equipment. Lessee shall not, without Lessor’s prior written consent, make any changes, alterations or improvement in or to the Equipment or remove any parts, accessories or attachments therefrom. Lessee assumes full responsibility for any stairs, railings, furniture, accessories, attachments or other items missing from the Equipment upon return. Lessee will not: use or store any hazardous, toxic, radioactive or bio-hazardous substances or petroleum products (“Hazardous Materials”) in the Equipment, except for household cleaning products in quantities as would be normal in the operation of a commercial office; locate the Equipment at a remediation, decontamination or nuclear site or at or adjacent to any site at which any biological, chemical or nuclear agent is believed to have been released. Lessor makes no representations as to the Equipment’s compliance with federal, state or local building codes, zoning ordinances, or other types of regulations or use codes.
7. Indemnity: Lessee agrees to indemnify, defend and keep harmless Lessor, its parent companies, subsidiaries, affiliates, directors, officers, agents, employees, and invites, from and against any and all losses, claims, costs, and attorneys’’ fees and expenses, including but not limited to those arising out of or caused by the negligence of Lessor or its agents or employees, arising out of or related to: (a) any loss or damage to the Equipment or any part or component thereof; (b) the death of, injury to, or damage to the property, any person or party related to or arising out of the delivery, installation, use, possession, condition, return or repossession or relocation (by other than Lessor’s employees and/or subcontractors) of the Equipment and any part or component thereof; and/or (c) the failure of Lessee to maintain the Equipment as agreed to herein. Lessee shall give Lessor immediate notice of any claim or liability hereby indemnified against.
8. Loss; Damage: Lessee assumes the risk of all loss and damage to the Equipment from all causes, including loss of use. In the event of a total loss, Lessee shall pay Lessor, on the next date for payment of Rental Charges, the Rental Charges then due plus the value of the Equipment (the “Equipment Value”) as stipulated in this Agreement plus the value of all accessories less all insurance proceeds actually paid and/or assigned to Lessor from insurance maintained by Lessee, plus all applicable sales and/or transfer taxes (the “Total Loss Amount”). Upon Lessor’s receipt of the Total Loss Amount, the Lessee’s lease obligation will terminate. Any loss or damage to the Equipment shall not reduce or otherwise abate Lessee’s obligation to pay all rental payments when due.
9. Insurance: Lessee is responsible for the Equipment beginning upon delivery. Lessee is responsible for obtaining and maintaining liability and property insurance during the entire Term and any extensions thereof as follows: (A) General Liability Insurance: A policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use, maintenance, or possession of the Equipment. Such insurance shall be in an amount not less than $1,000,000 per occurrence. (B) Property Insurance: A policy of insurance covering all loss or damage to the Equipment, including flood and earthquake, for not less than 100% of the Equipment Value and accessories, for the full term of the Agreement. (C) General: (1) Lessee’s insurance for the Equipment shall be issued by an insurance company satisfactory to Lessor. Such insurance shall be primary, and any other coverage carried by the Lessor shall be excess and non-contributory. Within ten (10) days prior to the delivery of the Equipment, Lessee shall provide Lessor with evidence of the required insurance and naming Lessor as Additional Insured and Loss Payee. The Evidence of Insurance must provide Lessor with thirty (30) days prior written notice of any cancellation. Any proceeds of such insurance shall be paid to Lessor and shall be applied to the replacement of the Equipment or payment of monies due under this Agreement, at the option of Lessor. Lessee shall comply with all requirements of the insurance underwriters or any governmental authority. (2) Lessee shall pay a Missing or Expired Evidence fee for each month that Lessee fails to timely provide the required Evidence of Insurance for property coverage or for liability coverage. Such fees shall be calculated by Lessor at its then-prevailing rate(s). Payment of such fees shall not provide Lessee with any insurance coverage, nor excuse Lessee from performing any of its obligations hereunder. Lessee grants Lessor full access to Equipment location to inspect Equipment.
10. Defaults; Remedies: The occurrence of any of the following constitutes an Event of Default: (a) Lessee fails to pay when due any rent or fails to perform its obligations under Paragraph 9 hereof; (b) Lessee fails to pay when due any other amounts due or perform or observe any other terms or condition hereunder and such failure remains uncured for more than ten (10) days from the default date whether or not written notice of default is delivered by Lessor; (c) Lessee or any person or entity which controls more than fifty percent (50%) of Lessee’s equity (a “Control Person”) or any guarantor of any of Lessee’s obligations hereunder (a “Guarantor”) become insolvent, becomes subject to any voluntary or involuntary bankruptcy or reorganization proceedings, makes an assignment for the benefit of creditors, become subject to a receiver, admits its inability to pay its debts as they become due or enters into any type of liquidation or dissolution; (d) Lessee, any Control Person or any Guarantor defaults under any other agreement with Lessor or any affiliate of Lessor; and any letter of credit, guaranty or other security given to secure the performance of Lessees’s obligations under this Agreement expires, terminates or in the reasonable opinion of Lessor becomes worthless. Under an Event of Default, Lessor may withhold delivery or declare the entire rent for the remainder of the terms (as may have been renewed or extended) and teardown and return costs immediately due and payable any other amounts owing under this Agreement. Lessor may also retake and retain any of the Equipment free of any rights if Lessee without any further liability or obligation to redeliver to Lessee, and Lessee hereby grants Lessor the right to enter upon any premises where the Equipment is located in order to remove the same. If an Event of Default occurs under Paragraph 9 (c), such acceleration will occur automatically without the need for declaration. Lessee will pay to Lessor on demand all costs incurred by Lessor in enforcing its rights under this Agreement, including without limitation attorneys’ fees, collection fees and associated costs. The remedies provided in favor of Lessor will be cumulative and in addition to all other remedies provided in the Agreement or existing at law or in equity. No action taken by Lessor hereunder will release Lessee from any of its obligations under this Agreement. If Lessor retakes possession of the Equipment or any part of the Equipment and there is in, upon or attached to such repossessed Equipment any other property owned by Lessee or in the custody of Lessee, Lessor may dispose of or take possession thereof and hold the same for Lessee, at Lessee’s sole cost. Lessor’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement. Lessee shall pay all Lessor’s legal fees, collection fees and all other costs and expense incurred by reason of any Event of Default, including but not limited to appeals. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. If Lessee defaults in any of its obligations under this Agreement, whether or not an Event of default then exists, Lessor may pay all amounts or perform or cause to be performed all obligations required to be performed by Lessee under this Agreement and recover from Lessee as additional rent all amounts so paid and the reasonable value of all services so performed.
11. Return of Equipment; Termination of Agreement: Upon the acceptance of the terms set forth herein and prior to delivery of the Equipment, should Lessee terminate or cancel this Agreement, Lessee is responsible for a cancellation fee and all expenses, costs and charges incurred in the preparation of the Equipment for Lessee, along with additional fees incurred for immobilization/non-rental during Payment Period which shall be no less than five percent (5%) of the annual amount owed by Lessee under the Agreement. Lessee will provide Lessor with a fully completed official “pick-up sheet” at least forty-five (45) days prior to return of Equipment or the end of the Term or Extension Period. Any impediment to pick-up of the Equipment may result in additional charges to Lessee. Lessee acknowledges and agrees that during the Term of this Agreement or any Extension Period all amounts for return freight, knockdown and dismantle will be billed by Lessor to Lessee at the rates then in effect on the date of surrender. Lessee acknowledges and agrees that all amounts set forth on the Lease Order and Agreement are estimated amounts and the charges for knockdown, dismantle, return freight or otherwise identified on the Lease Order and Agreement as final rental charges will be billed by Lessor to Lessee at the rates then in effect on the date of surrender. The Equipment shall be “broom clean” and in the same condition as delivered to Lessee, ordinary wear and tear accepted. Lessee agrees that prior to the return of the Equipment to Lessor or upon notice of its repossession Lessee shall, at its sole cost and expense, immediately disconnect all utilities, remove all of Lessee’s personal property, and vacate the Equipment. Lessor shall not be liable for any damage to any personal property left in or on the Equipment or for keeping or storing any personal property of Lessee left in or on the Equipment; such property shall be deemed abandoned by Lessee. If the Equipment is not returned and Lessor cannot remove the Equipment for any reason, Lessee shall continue to pay Rental Charges unit the Equipment is removed by Lessor. Lessor shall pick-up any Equipment that is less than 5 floors with 30 days from the end of the Term or the Extension Period, and any Equipment that is more than 5 floors a “pick-up” plan will be proposed and agreed to with the Lessee.
12. Limited Warranty: For as long as Lessee timely makes all payments due hereunder, Lessor warrants throughout the terms of this Agreement that it will repair structural or mechanical defects in the Equipment (excluding HVAC filters, fire extinguishers, fuses/breakers, light bulbs or other repairs or maintenance caused by ordinary usage of the Equipment), provided that Lessee notifies Lessor in writing of any defects, malfunctions, or leaks within two (2) business days of the occurrence thereof. In any event, the liability shall be limited solely to the repairing of defects in the Equipment. Lessee acknowledges that Lessor is not the manufacturer of the Equipment. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND ANY REPAIR OR MAINTENANCE THEREOF PERFORMED BY LESSOR AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, DESIGN, CONDITION OR COMPLIANCE WITH LAW AND LESSEE AGREES IT HAS SOLELY DETERMINED THAT THE EQUIPMENT IS SUITABLE FOR LESSEE’S INTENDED USE.
13. Assignment: This Agreement shall not be assignable and/or the Equipment shall not be sublet without the prior written consent of the Lessor.
14. Lessee’s Waivers; Limitations: To the extent permitted by applicable law, lessee hereby waives any and all rights and remediates conferred upon a lessee by the Florida Uniform Commercial Code, including but not limited to Lessee’s rights to (a) cancel or repudiate this Agreement; (b) reject or revoke acceptance of the Equipment; (c) recover damages from Lessor for any breaches of warranty or for any other reason; (d) grant a security interest in the Equipment in Lessee’s possession or control for any reason; (e) deduct all or any part of any claimed damages resulting from Lessor’s default, if any, under this Agreement; (f) accept partial delivery of the Equipment; (g) “cover” by making any purchase or lease of or contract to purchase or lease Equipment in substitution for those due from Lessor; (h) recover any general, special, incidental or consequential damages, for any reason whatsoever; and (i) specific performance, replevin, detinue, sequestration, claim and delivery or the like for any Equipment identified by this Agreement.
15. Jurisdiction; Jury Trial Waiver: The Lessee hereby consents and submits to the jurisdiction of the courts of Orange County, Florida and federal court in the State of Florida, specifically the Middle District of Florida, for purposes of enforcing this Agreement. LESSEE AND LESSOR WAIVE ALL RIGHTS TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
16. Sale of Equipment: If the Lessor and Lessee agree to terms for the sale of the Equipment, it is understood that the Equipment is sold “as-is” without any warranties, and the Lessee will inspect the Equipment prior to executing the sales agreement which shall be at the time of delivery. In case of sales, a minimum deposit of thirty percent (30%) of the sale amount is required at the signing of the offer, which, at the Lessor’s sole discretion, may be increased up to fifty percent (50%) of the sale amount. Once the Equipment is delivered, it is deemed inspected and accepted by the Lessee. In the case of a new unit sale, the Lessor shall provide the Lessee upon the sale of the Equipment with a one (1) year factory warranty, if the sale takes place in the United States, and there shall be no warranties provided for if the Equipment is sold outside of the United States and if the sale is for a used unit, unless Lessee is provided with a quote and the terms of the warranty are agreed to in writing by both parties. The warranty of the Equipment shall not include damages caused by negligence, misuse, normal wear and tear, or any other conditions caused due to the Lessee’s use or misuse of the Equipment. After one year, upon the execution and agreement of a service contract, Lessor shall maintain the Equipment at the expense of Lessee.
17. Lease to own: If the Lessor and Lessee agree to terms for the lease of the Equipment with a $1 buy out at the end of the lease, it is understood that all leasing terms described apply. (a) Use, Maintenance & Warranties on lease to own. Lessor is leasing the Equipment to Lessee “as-is” and makes no warranties, express or implied, including warranties of merchantability, or fitness for a particular purpose. Lessor transfers to lessee any manufacturer warranties. Lessee is required at its own cost to keep the Equipment repaired and maintained in good working order and as required by the Lessor and to pay all supplies and repairs. If the lease payment includes the cost of maintenance and/or service provided by a third party, Lessee agrees that Lessor is not responsible for performance under any agreement for the same. Lessee will make all claims about maintenance and service to the third party. Lessee agrees that any claims about maintenance or service will not impact its obligation to pay all lease payments when due. Lessee acknowledges that lessor is not the manufacturer’s or supplier’s agent, nor is the manufacturer or supplier an agent of the lessor. (b) End of lease to own. Provided Lessee is not in default and all charges under the Lease have been paid in full, Lessee may, exercise the option to purchase the Equipment under this lease for $1.00. If Lessee purchases the Equipment, it shall be after the end of the original lease term. Such purchase shall be in whole and not in part, and on an as-is, where-is basis without representations or warranties of any kind whatsoever. (c) Default on Lease to own. If Lessee fails to pay Lessor as agreed or breaches any other obligation under this Lease, Lessor will have the right to (i) sue Lessee for all past due payments and all payments to become due in future for the unexpired term, plus the residual value Lessor has placed on the Equipment and other charges Lessee owes Lessor, and (ii) repossess the Equipment. Lessee will also pay for all reasonable attorney’s fees and costs incurred by lessor in connection with collection and enforcement of the Lease.
18. Miscellaneous: (a) Any notice or demand under this Agreement shall be valid only if in writing and shall be deemed effective three (3) days following mailing if mailed by US certified mail, or upon receipt if given in any other manner, addressed to the attention of Lessor at the location set forth on the face page thereof, and to Lessee at the address set forth thereon, or at such other address as either may designate in writing. (b) Lessee may not assign this Agreement or sublet, rent or otherwise hire out or transfer possession of any of the Equipment to any person or entity without the prior written consent of Lessor. Lessor may assign this Agreement and the rentals reserved under the Agreement. If Lessor makes such an assignment, the assignee will acquire all rights and remedies possessed by or available to Lessor under this Agreement. Lessor may subcontract any or all of its obligations under this Agreement in the ordinary course of business. (c) In the event the face page of the Agreement omits specific Equipment identification, the Equipment subject to this Agreement will be the Equipment identified on the delivery receipt or, in the absence thereof, in fact delivered to the Site or identified on the invoice. (d) If this Agreement is executed in connection with a federal government transaction, the only primes contract flow down provisions applicable to this Agreement and associated site services are those set forth in FAR 52.244-6 (1/2007). (e) This Agreement incorporates either by reference contained herein or attachment hereto the Lessor’s quotation/proposal (as applicable). In the event of conflict between the terms contained in such quotation/proposal and the terms of this Agreement, the terms of the quotation/proposal shall supersede and govern. This Agreement contains the entire agreement between the parties pertaining to the subject matter of this Agreement and, except as set forth herein, overrides all prior negotiations, proposals, and other documents. No other agreements, representations or understandings not specifically contained in this Agreement will be binding upon any of the parties hereto irrespective of any signature by Lessor. In the event that any of the terms and/or provisions hereof are in violation of or prohibited by any Law, such terms and provisions shall be deemed amended to conform thereto without invalidating any other provision of this Agreement. (f) The failure of Lessor to insist at any time upon the strict performance of any of the terms, covenants or conditions of the Agreement or to exercise any right or remedy herein, or the waiver by Lessor of any breach thereof shall not be construed thereafter as waiving any such terms, covenants, conditions, rights or remedies. Lessor shall not be in default under this Agreement unless it has failed to cure a breach within thirty (30) days following receipt of written notice form Lessor or, if such cure cannot reasonably be cured within such time, with such time as may be reasonable. (g) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Telecopied signatures shall be deemed as effective as originals. This Agreement will be governed as to its constriction, interpretation and effect by the laws of the State of Florida without regard to principles of choice of laws. Paragraph headings are for convenience only and shall not affect the construction or interpretation of this Agreement.