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LEASE (INSTALLMENT SALE) AGREEMENT

Lease Agreement

LEASE (INSTALLMENT SALE) AGREEMENT | Document Parties: HEMACARE CORP /CA/ | Gambro BCT, Inc. You are currently viewing:
This Lease Agreement involves

HEMACARE CORP /CA/ | Gambro BCT, Inc.

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Title: LEASE (INSTALLMENT SALE) AGREEMENT
Date: 3/25/2004
Industry: Biotechnology and Drugs     Sector: Healthcare

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                            EXHIBIT 10.12

 

HemaCare Corporation

Lease   (Installment Sale) Agreement

December 30, 2003

 

GAMBRO BCT

   

December 30, 2003

 

 

                LEASE (INSTALLMENT SALE) AGREEMENT

    COBE(R) Spectra(TM) Apheresis System/Trima(TM) Automated

                   Blood Collection System

 

Gambro BCT, Inc., 10811 W. Collins Avenue, Lakewood, CO 80215-

4440 ("Company"), hereby agrees to sell to HemaCare Corporation,

21101 Oxnard Street, Woodland Hills, CA   91367, ("Customer") and

Customer hereby agrees to lease the equipment ("Equipment")

identified below, subject to the following terms and conditions:

 

1.    TERM OF AGREEMENT

     The term of this Agreement shall begin thirty days after the

     date the Equipment is shipped by Company to the Customer's

     location and, unless sooner terminated shall continue for

     thereafter for the term stated on Exhibit A.

 

2.    PAYMENTS

     (a) Lease Payments.   Customer shall pay Company the monthly

     lease charges in equal monthly installments, as stated in

     Exhibit A, for the duration of the term of this Agreement.

     Each monthly lease payment is due within thirty (30) days of

     Company's invoice date.   Customer shall submit a valid

     purchase order for the total monthly lease billings covering

     the full term of the Agreement.

 

     (b) Purchase Option.   Subject to Customer's compliance with

     its obligations under this Agreement, Customer shall have

     the option to purchase the Equipment for an exercise price

     calculated as set forth in Exhibit "B" to this Agreement.

     Customer must give thirty (30) days prior written notice to

     Company and pay the full exercise price plus all amounts

     otherwise due and payable under this Agreement within such

     thirty (30) day period.   Should early termination of this

     Agreement occur pursuant to Paragraph 14, or should Customer

     be in default of any of its obligations arising hereunder,

     this option shall be null and void.   See Exhibit B for an

     amortization schedule for the purchase option.

 

     (c)   Terms of Payment.   All monthly lease installment payments

     and any other payments by Customer under this Agreement shall be

     made at Company's "remit to" address as set forth on Company's

     invoices. Company shall have the right to charge Customer

     interest at the rate of one and one-half percent (1-1/2%) per

     month (or the maximum rate permitted by law, whichever may be

     less) on any lease installment billing or other billing under

     this Agreement which is not paid when due.

 

3.    DELIVERY OF PRODUCT

     All Company product (equipment and disposable products)

     shall be shipped and delivered to Customer F.O.B. Shipping

     Point, via surface transportation, at the address specified

     in the first paragraph of this Agreement.   Freight and

     handling charges are prepaid and added to the invoice.

 

4.    LIMITED WARRANTY

     Company will replace or, at its option, repair (free of

     charge) for the original purchaser any part of new Equipment

     which is defective in materials or workmanship during the

     first 12 months of the term of this Agreement (during the

     first 6 months for refurbished Equipment).   This limited

     warranty does not include replacement or repair of any part

     which fails because of misuse, accident, neglect, failure to

     use and maintain the Equipment in accordance with

     instructions of Company, as set forth in the Operator's

     Manual, or alterations by unauthorized persons.   THIS

     LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL WARRANTIES,

     EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF

     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.   GAMBRO

 

 

<PAGE>   2

 

     WILL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL

     DAMAGES ARISING OUT OF THIS AGREEMENT OR THE CUSTOMER'S USE

     OF THE EQUIPMENT.   Repairs required as a result of abuse or

     misuse of the Equipment, as determined by Company in good

     faith, will be charged to the Customer.   To request service,

     Customer should call the Service Response Center at (800)

     525-2623 and provide the Name, Model Number and Serial

     Number of the Equipment.

 

5.    INSTRUCTION

     Company will complete the in-service programmed training of

     two or three of the Customer's employees in the use of the

     Equipment and Disposable Products.   Should there be changes

     in the contracted Equipment or its use or the Disposable

     Products with the Equipment, Company agrees to provide

     additional instruction as reasonably necessary for

     Customer's employees to properly utilize the Equipment and

     Disposable Products.

 

6.    MAINTENANCE

     (a)   In conjunction with the execution of an Agreement, a

     Company-approved equipment maintenance and service program

     must be undertaken to commence at the end of the warranty

     period and remain in effect for the term of the Agreement.

 

     (b)   Customer will operate the Equipment in accordance with

     the instructions given in the ("Gambro") Operator's Manual

     for the Equipment and will perform all cleaning and

     maintenance procedures set forth in the Manual.

 

7.    LOSS OR DAMAGE

     Customer shall bear the entire risk of loss, theft,

     destruction or damage of or to the Equipment (herein "loss")

     from any cause other than the negligence of Company, whether

     or not covered by insurance, and no such loss shall release

     Customer from its obligations under this Agreement,

     including Customer's obligation to pay the monthly lease

     installment payments for the term of this Agreement.   In the

     event of loss, Customer shall repair the Equipment or, if

     not repairable, shall either replace the Equipment with

     another ("Gambro") equipment   unit of equal quality or

     provide Company with such substitute security for

     performance of its obligations hereunder as Company may

     reasonably require.

 

8.    INSURANCE

     Customer shall provide and maintain, at its own cost and

     expense, insurance for the Equipment against loss, theft,

     damage, or destruction in an amount not less than the

     stipulated value, as stated below, naming Company as an

     additional insured, and provide Company with such evidence

     of this insurance as Company may reasonably require.

     STIPULATED VALUES DURING TERM: (Per Instrument)

 

          SPECTRA STIPULATED VALUES DURING TERM (Per Instrument):

          First 12 Months              $51,350

          Second 12 Months             $46,729

          Third 12 Months              $42,523

          Thereafter                   $38,696

 

          TRIMA STIPULATED VALUES DURING TERM (Per Instrument):

          First 12 Months              $57,680

          Second 12 Months             $52,489

          Third 12 Months               $47,765

          Thereafter                   $43,466

 

9.    NONASSIGNABILITY BY CUSTOMER

     Without Company's prior written consent, Customer shall not

     (a) assign, transfer or otherwise dispose of the Equipment,

     and its rights and obligations under this Agreement, or (b)

     sublet or lend the Equipment or permit it to be used by

     anyone other than Customer, Customer's employees, or

     authorized personnel using the Equipment under Customer's

     supervision.

 

 

<PAGE>   3

 

10.   TAXES

     Customer agrees to pay promptly any and all applicable

     taxes, assessments, or other charges levied or assessed on

     or with respect to acquisition, possession, or use of the

     Equipment, or reimburse Company in the event Company has

      paid such taxes.

 

11.   GOVERNMENT REGULATIONS

     Customer shall comply with all governmental statutes,

     ordinances and regulations relating to possession or use of

     the Equipment and indemnify Company against all liability

     and expense (including attorney fees) arising from

     Customer's failure to do so.

 

12.   SURRENDER-RETURN

     Upon termination of this Agreement for any reason other than

     Customer's full payment of the lease price, or if Company

     should rightfully demand possession of the Equipment, the

     Customer shall immediately return the Equipment to Company,

     at Customer's expense, and to the extent permitted by

     applicable law, Company shall have the right to enter the

     Customer's premises to take possession of the Equipment.

     The return packaging and shipping expenses shall be paid by

     Customer, in addition to the cost to refurbish the

     Equipment.   The Equipment when returned to Company


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