Evaluation Device Trial Agreement
1. JUPL Limited agrees to loan to the Evaluator (the person who has agreed to these terms and conditions) the Sample Device(s) for the Loan Period (2 weeks or as otherwise agreed), subject to these terms and conditions (Agreement).
2. The Borrower agrees that the Sample Device(s) is to be used for business evaluation purposes only with the intent to evaluate for the purpose of buying or reselling Device(s) from Jupl.
3. The Borrower may permit its officers, employees, representatives, agents and subcontractors (“Representatives”) to use the Sample Device(s) during the Loan Period for the Intended Purpose. The Borrower must procure that each such Representative strictly observes all of the Borrower’s obligations under this Agreement as if those obligations were imposed on that Representative. Without limiting this clause 3, the Borrower will be liable for any breach by its Representatives of the Borrower’s obligations under this Agreement.
4. Title and Risk
Risk to the Sample Device(s) passes to the Borrower on delivery. Jupl delivers the Sample Device(s) to the Borrower on a retention of title basis. Title to the Sample Device(s) shall remain with Jupl at all times.
5. Returns Policy
5.1 The Borrower agrees to return the Sample Device including all original packaging and accessories, to Jupl at the end of the Loan Period. Should the Borrower wish to extend the Loan Period, the Borrower must notify Jupl in writing at least seven (7) days’ prior to the expiry of the Loan Period and such extension is subject to written consent from Jupl. For the avoidance of doubt, the maximum Loan Period will not exceed six (2) months, unless otherwise agreed by Jupl.
5.2 If the Borrower does not return device at the conclusion of the Loan Period, the Borrower acknowledges and agrees that it may be liable for the Replacement Cost of the Sample Device.
5.3 In the event that a Sample Device(s) is lost, stolen or damaged (Incident), the Borrower must report the Incident immediately to their Jupl representative no later than seven (7) business days after the occurrence of such Incident.
6.1 The Borrower indemnifies and must keep indemnified Jupl and its suppliers against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Jupl and its suppliers or which Jupl may pay, sustain or incur as a direct or indirect result of:
(a) any breach or non‑performance of this Agreement by the Borrower;
(b) Jupl lending the Sample Device to the Borrower;
(c) any damage to the Sample Device or caused by the Sample Device
6.2 Subject to paragraph 6.3, Jupl is not liable to the Borrower or to any other person for:
(a) any losses or damages of any kind caused by or resulting from any wrongful, wilful or negligent act or omission of Jupl or any of its officers, employees, agents or contractors; or
(b) any indirect, incidental, special or consequential damages, including loss of profits or anticipated profits, even if notified of the possibility of that potential loss or damage.
6.3 The maximum aggregate liability of Jupl for all proven losses, damages and claims arising out of this Agreement, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited to the sum of the Replacement Cost of the Sample Device.
7. Borrower’s Warranties:
7.1 The Borrower warrants that it will:
(a) not, without the prior written consent of Jupl, loan, assign or provide for use the Sample Device to any entity, or employee, contractor or officer of that entity, who works outside the Borrower’s organisation and/or Jupl considers in its sole discretion to be a competitor of Jupl;
(b) not make any alterations, additions, modifications, or improvements to the Sample Device; and
(c) not fasten or attach any nails, screws, adhesive or other fastening to the Sample Device without our prior written approval,
(collectively, the Warranties).
7.2 In the event of a breach of the Warranties, Jupl may immediately repossess the Sample Device and Jupl reserves all other rights that it may have.
9.1 The parties are independent contractors. This Agreement does not create any agency, partnership, company, joint venture or any other business relationship between the parties.
9.2 Each party will remain the owner of their respective intellectual property. This Agreement shall not grant any intellectual property rights to any party in relation to the intellectual property of the other party.
9.3 The parties agree that this Agreement is confidential and that each will keep its contents and existence confidential at all times.
9.5 This Agreement may not be assigned by the Borrower without the prior written consent of Jupl.
9.6 This Agreement shall be governed and construed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
9.7 In accepting these terms and conditions you acknowledge that you have authority within the Borrower’s organisation to be legally bound by these terms and conditions.