TERMS AND CONDITIONS
Conditions for Hire of Products & Services
1.1 In these conditions the following words have the following meanings: “Contract” means a contract which incorporates these conditions and made be- tween the Customer and the Supplier for the hire of Hire Goods and/or the sale of Pro- ducts; "Customer" means the person, firm, company or other organisation hiring Hire Goods;"Hire Goods" means any machine, article, tool, and/or device together with any ac- cessories specified in a Contract which are hired to the Customer; "Hire Period" means the period commencing when the Customer holds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events: (i) the physical return of the Hire Goods by the Customer into the Suppli- er’s possession; or (ii) the physical repossession or collection of Hire Goods by the Supplier; "Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities; "Products" means the pro- ducts sold to the Customer by the Supplier; "Rental" means the Suppliers’ charging rate for the hire of the Hire Goods which is current from time to time during the Hire Peri- od; "Supplier" means Flexy AV and will include its employees, servants, agents and/or duly authorised representatives; "Services" means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the hire of Hire Goods in- cluding any delivery and/or collection service for the Hire Goods.
2 BASIS OF CONTRACT
2.1 Hire Goods are hired subject to them being available for hire to the Customer at the time required by the Customer. 2.2 Where hire of the Hire Goods is to a Customer who is an individual and the hire would be covered by the Consumer Credit Act 1974 the dura- tion of the hire shall not exceed 3 months. Accordingly the hire of any Hire Goods is not covered by the Consumer Credit Act 1974. 2.3 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall, to that extent, have no force or ef-
fect.2.4. The Order constitutes an offer by the Customer to purchase Services from the Supplier in accordance with these Conditions.2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.2.5. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which
is not set out in the Contract. Any samples, drawings, descriptive matter or advertising is- sued by the Supplier, and any descriptions or illustrations contained in the Suppli- er’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the supply of the Services.2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.2.7. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of [20+] Business Days from its date of issue.
3.1 The amount of any Deposit, Rental and/or charges for any Services shall be as quoted to the Customer.3.2 The Charges for the Services shall be on a time and materials basis:(a) the Charge in respect of the Customer’s Order commences on the date on which the Services are made available to the Customer or when the Deliverables leaves the Suppli- er’s premises (whichever is the earlier) until the later of the end of the agreed Ser- vices period (as specified in the Supplier’s acceptance referred to in Clause 2.2 thereof) or when the Supplier’s Deliverables are returned to the Supplier or if lost or damaged beyond repair are replaced.(b) the Supplier’s standard daily fee rates for each individual are calculated on the basis of an eight-hour day from [8.00 am to 5.00 pm] worked on Business Days;(d) the Supplier shall be entitled to charge an overtime rate on a pro-rata basis for each part day or for any time worked by individuals whom it enga- ges on the Services outside the hours referred to in clause c; and(b) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.3.3 The Supplier shall invoice the Customer on prior to the commencement date of the Services.3.4 Payment 3.4 The Customer shall pay each invoice submitted by the Supplier accordingly unless specified:(a) in full and in cleared funds to a bank account nominated in writing by the Supplier, and(b) time for pay- ment shall be of the essence of the Contract.(c) The Supplier reserves the right to refuse setup if this clause is not met. 3.5 The Customer shall pay the Rental, charges for any Ser- vices, monies for any Products and/or any other sums payable under the contract to the Supplier at the time and in the manner agreed. Unless otherwise agreed in writing, pay- ment shall be required prior to the commencement of the Hire Period. 3.6 The time for any payments by the Customer under a Contract shall be of the essence. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding. 3.7 If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest (both before and after judg- ment) on the amount unpaid at the rate of 4% above the base rate from time to time of the Supplier’s bank. Such interest shall be compounded with quarterly rests. 3.8 The Customer shall pay all amounts due under the Contract in full without any deduction or
withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.3.9 The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract for hire of the Hire Goods and/or the provision of Services if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
4 RISK TITLE AND INSURANCE
4.1 Risk in the Hire Goods and any Products will pass immediately to the Customer when they leave the physical possession or control of the Supplier. 4.2 Risk in the Hire Goods will not pass back to the Supplier from the Customer until the Hire Goods are back in the physical possession of the Supplier. This shall apply even if the Supplier has agreed to cease charging the Rental. 4.3 Title in the Hire Goods remains at all times with the Suppli- er. The Customer has no right, title or interest in the Hire Goods except that they are hired to the Customer. Title in any Products remains with the Supplier until all monies payable to the Supplier by the Customer for the Products have been paid in full. 4.4 The Customer must not deal with the title or any interest in the Hire Goods. This includes but is not lim- ited to selling, assigning, mortgaging, pledging, charging, securing, hiring, exerting a lien and/or lending. However the Customer may re-hire the Hire Goods to a third party with the prior written consent of the Supplier. 4.5 The Supplier may provide insurance in re- spect of the Hire Goods at additional cost to the Rental. The Customer must not compro- mise any claim in respect of the Hire Goods and/or any associated insurance without the Supplier’s written consent. 4.6 Unless prior to the Commencement Date of the or- der the Supplier has received from the Customers insurers a declaration in the form accep- table to the Supplier that the Customer has arranged insurance to the satisfaction of the Supplier or if at any time the Supplier receives notification of the lapsing or variation of the Customers said insurance or fails to receive prompt and sufficient confirmation that such insurance remains in effect then the Supplier shall be entitled (but not obliged) either to arrange immediate insurance of the Supplier Deliverables for its full replacement value against all damage or loss consequential or otherwise (including without prejudice to the generality of the foregoing payment of monies due to the Supplier pursuant to these condi- tions) and also for public liability against claims made by third parties arising from misuse of the Supplier Equipment to a level the Supplier shall in its absolute discretion deem ne- cessary or alternatively, to rescind this agreement with the Customer without any liability therefore on behalf of the Company but without prejudice to any other rights or remedies the Company may have against the Customer.4.7 The Customer will make full disclosure of all material circumstances affecting insurance taken out, and if required by the Supplier both procure that the interest of the Supplier is noted in respect of any such policy and that the insurers are instructed to notify the Supplier direct of any cancellation or repudiation in respect of same.4.8 The Customer undertakes not to do or omit to do anything which would have the effect of invalidating any insurance, or cover effected (whether by the Company or the Customer) in pursuance of this Clause.4.9 Any loss of equipment whilst in the Customer care, that is not covered under the Suppliers’ insurance, will be paid for in full by the Customer.4.10 If the equipment shall be injured or destroyed by fire, all monies received or receivable in respect of such insurance as aforesaid shall forthwith be received by the Owner who shall as the case may require apply such monies either in making good the damage done or in replacing the equipment by other articles of similar description and quality and such substituted articles shall become subject to the provisions of this agreement in the same manner as the articles for which they shall have been substituted
5 DELIVERY, COLLECTION AND SERVICES
5.1 The Supplier agrees to deliver the Hire Goods to the Customer it will do so at its stan- dard delivery cost and such delivery will form part of any Services. 5.2 The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Custo- mer to any employees, subcontractors and/or agents of the Supplier and for any damage which occurs as a result of such persons following the Customer’s instructions, gui- dance and/or advice. 5.3 The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and ac- cess to power supplies for the Supplier’s employees, subcontractors and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence. 5.4 If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, post- ponement and/or cancellation. 5.5 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.5.6 The Supplier shall use all reasonable endeavours to meet any performance dates specified but any such dates shall be estimates only and time shall not be of the essence for performance of the Services unless previously agreed by the Supplier in writing.5.7 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.5.8 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
6 CUSTOMER OBLIGATION
6.1 The Customer shall:(a) Ensure that the terms of the Order and any information it pro- vides in the Specification are complete and accurate;(b) Co-operate with the Supplier in all matters relating to the services, including ensuring that the person receiving the suppli- er’s equipment acknowledges receipt on behalf of the Customer by signing a Deliv- ery Note in respect thereof. It is the Customers responsibility to ensure that a representa- tive of the Customer is available at the delivery address at the time of delivery to accept and acknowledge receipt of delivery, and the signature on a Delivery Note of the Customer or the person accepting delivery of the Company Equipment (who shall be deemed to be the Customers agent for that purpose) shall be conclusive evidence that the Company Equipment shall have been received and the Company shall be under no liability to the Customer whatsoever thereafter for any alleged shortage or incorrect items; (c) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material re- spects; (d) Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;(e) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materi- als) at the Customer’s premises in safe custody at its own risk, maintain the Suppli- er Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; an6.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Custo- mer Default prevents or delays the Supplier’s performance of any of its obliga- tions;(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to per- form any of its obligations as set out in this clause 4.2; and(c) The Customer shall reim- burse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
7 CARE OF HIRE GOODS
7.1 The Customer shall:7.1.1 Not interfere with the Hire Goods, their working mechan- isms or any other parts of them and take reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operat- ing and/or safety instructions provided or supplied to the Customer and notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods; 7.1.2 Take ade- quate and proper measures to protect the Hire Goods from theft, damage and/or other risks; 7.1.3 notify the Supplier of any change of its address and upon the Supplier’s request provide details of the location of the Hire Goods and permit the Supplier at all rea- sonable times to inspect the Hire Goods including procuring access to any property where the Hire Goods are situated; 7.1.4 keep the Hire Goods at all times in its possession and control and not to remove the Hire Goods from the United Kingdom without the prior written consent of the Supplier; 7.1.5 Not do or omit to do anything which will or may be deemed to invalidate any policy of insurance related to the Hire Goods; 7.1.6 Not continue to use Hire Goods where they have been damaged and will notify the Supplier immediate- ly if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person; 7.1.7 Where the Hire Goods require fuel, oil and/or electricity ensure that the proper type is used and that, where appropriate, the Hire Goods are properly fitted by a qualified and competent person. 7.2 The Hire Goods must be returned by the Customer in good working order and condition (fair wear and tear ex- cepted) and in a clean condition together with all insurance policies, licences, registration and other documents relating to the Hire Goods.7.3 The Customer during the continuance will not sell or offer for sale, assign, mortgage, pledge, underlet, lend or otherwise deal with the equipment or any parts thereof in a manner prejudicial to the Owner’s rights, but will keep the equipment in its possession and will not remove the same or any part or parts thereof from the place where the equipment is for the time being without the previous consent of the Owner and will duly and punctually pay all rents, rates, taxes, charges and impositions payable in respect thereof on demand and will protect the same against distress, execution or seizure and indemnify the Owner against all losses, costs, charges, damages and expenses incurred by it by reason or in respect thereof.7.4 The Cus- tomer shall in no circumstances remove the equipment from the United Kingdom without obtaining the consent of the Owner in writing specifying the country to which the equip- ment is to be removed and in such event the Hirer shall pay all additional insurance in re- spect of such removal of the equipment and shall indemnify the Owner against all customs duties, taxes or other pecuniary levies either as a result of the removal of the equipment from the United Kingdom or for the return of the equipment to the United Kingdom and shall pay to the Owner if required 10% of the value of the equipment supplied by way of deposit such sum to be refunded at the termination of hiring by the Owner to the Hirer after the deduction of any monies due by the Hirer to the Owner under this agreement.
8.1 Allowance will be made in relation to the Rental to the Customer for any non-use of the Hire Goods due to breakdown caused by the development of an inherent fault and/or fair wear and tear on condition that the Customer informs the Supplier immediately of the breakdown. 8.2 The Customer shall be responsible for all expenses, loss (including loss of Rental) and/or damage suffered by the Supplier arising from any breakdown of the Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods. 8.3 The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs which are required due to fair wear and tear and/or an inherent fault in the Hire Goods. The Customer will be responsible for the cost of all repairs necessary to Hire Goods during the Hire Period which arise otherwise than as a result of fair wear and tear and/or an inherent fault. 8.4 The Customer must not repair or attempt to repair the Hire Goods unless authorised to do so in writing by the Supplier.