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1 GENERAL
The following terms and conditions constitute the entire agreement
between (the Hirer) and
Signatrol Ltd (the Owners) for the hire of certain equipment. Unless
otherwise agreed in
writing by the Owners, these terms and conditions will apply to
all transactions between the
Hirer and the Owners to the exclusion of any terms and conditions
put forward.
2
HIRE CHARGES
The hire charges shall be agreed at the commencement of the hire
and shall be invoiced in
advance. Rental periods of more than four weeks shall be invoiced
monthly in advance. The term of the hire shall be for a minimum
period of one week unless otherwise agreed in writing and shall
continue to be charged thereafter for COMPLETE weeks.
Weekly Rental Periods - the hire charges will be based on full weeks.
A week is taken to be
seven consecutive days (including Bank Holidays), including the
day the hire commences.
At any time during the hire the Owners reserve the right to alter
rental charges, delivery and
collection charges.
3 COMMENCEMENT AND TERMINATION OF HIRE
Commencement of Hire
The hire period shall commence on the day the equipment is either
collected by the Hirer from
the Owners' premises or, for deliveries within the European Union,
delivered to the site advised
by the Hirer.
For deliveries outside the European Union the hire period shall
be deemed to commence the
day after the equipment is dispatched from the Owners' premises.
Termination of Hire
The equipment will not automatically be collected by the Owners
at the end of the initial period of hire, unless specifically requested
in writing on the initial order. It is the Hirer's sole responsibility
to inform the Owners of their intention to terminate the hire prior
to the expiry of the hire period and to arrange the return of the
equipment at the Hirer's cost. The Owners reserve the right to charge
the Hirer for any further rental periods if the Hirer fails to notify
the Owners of its intention to terminate the hire.
For hires of equipment within the European Union where the equipment
is to be collected by the
Owner or its appointed agent, the Hirer shall contact the Owner
no later than 4.00pm (UK time)
on the day before the equipment is to be made available for collection..
The period of hire shall be deemed to end on the day preceding the
first working day that the equipment is made available for collection.
For hires of equipment outside the European Union, and in all other
circumstances, the period
of hire shall end when the equipment is returned to the Owners'
premises. It is the Hirer's sole responsibility to ensure that the
equipment is properly packaged for transportation before the equipment
is made available for collection.
Where the equipment is to be collected by the Owners or their appointed
agents, it is the Hirer's
responsibility to ensure that the equipment is made available for
collection at the time agreed. If
the equipment is not made available for collection at the agreed
time or not packaged suitably,
the Owners reserve the right to charge the costs of the failed collection
to the Hirer..
Where the Hirer has agreed to purchase the equipment, the hire will
be deemed to terminate
when the Hirer has paid the Owners for the equipment in full.
Without prejudice to any other rights under these conditions and
in particular to the Hirer's
responsibility to inform the Owners of the Hirer's intention to
terminate the hire, the Owners may
terminate the hire of the equipment at any time by giving the Hirer
seven days notice in writing.
4 DELIVERY AND
COLLECTION
In addition to the hire charge, separate charges will be made for
delivery and collection of the
equipment. Details of the Owners' standard scale of transport charges
are available on the owners website or upon request. All packaging
materials are chargeable if not returned or returned damaged at
termination of the hire.
5 ACCEPTANCE CONDITIONS
Acceptance of delivery of the equipment by the Hirer or its appointed
agent will be conclusive
evidence that the said equipment has been examined and found to
be complete in accordance
with the manufacturer's description, in good order and condition,
fit for any purpose for which it
may be required and in every way satisfactory. Any problems or apparent
problems caused by damage in transit should be reported to the Owners
within 24 Hrs of delivery.
6 INDEMNITIES
Any claim for damages by the Hirer against the Owners arising out
of the Hirer's use of the
equipment shall, subject to the Owners admitting liability or being
found liable for such
damages, be limited in amount to the total amount of the rental
payments paid by the Hirer for
the equipment to the Owners as at the date of the Owners receiving
notification of any such
claim. The Hirer shall be solely responsible for and hold the Owners
fully indemnified against
any loss or damage (excluding death or personal injury) to the equipment
and any loss of profit,
cost or expenses and any loss or damage (excluding death or personal
injury) to any property
arising in connection with any of the said equipment or as a result
of the use thereof. The
Owners shall not be liable for any loss other than death and personal
injury which may arise out
of or in connection with the failure of the said equipment for whatever
reason. Save as provided
by Law, the Owners exclude all warranties relating to the equipment
and the Hirer's use thereof
except as specifically stated herein.
7 HIRER'S OBLIGATIONS
The Hirer agrees with the Owners during the continuance of the contract
of hire as follows:
(a) To keep the equipment at the delivery address and in the Hirer's
own possession unless
otherwise agreed in writing by the Owners.
(b) Not to allow the said equipment to be transferred to any country
prohibited by the
Department of Trade and Industry or the Bureau of Export Administration.
(c) To permit the Owners or their authorised representatives at
all reasonable times to enter
upon the premises or vessel where the equipment may from time to
time be kept to inspect,
maintain, repair and test the same.
(d) To repay to the Owners on demand all costs, charges and expenses
incurred in any way by
reason of any breach of these terms and conditions by the Hirer
including, but not by way of
limitation, all costs, charges and expenses incurred in ascertaining
the whereabouts of the
equipment or recovering possession of the equipment from the Hirer
or other person and any
consequential loss and/or costs suffered by the Owners as a result
of the failure of the Hirer to
return the equipment in accordance with these terms and conditions.
(e) To keep the equipment in good condition and not subject to any
misuse or wear and tear
over and above that consistent with normal and reasonable use (including
but not limited to use
conflicting with the equipment manufacturer's recommendations).
(f) To preserve the Owners' and manufacturer's identification numbers
or marks or any
nameplates that there should be upon the said equipment.
(g) (i) For deliveries within the European Union to assume upon
receipt of the equipment until
returned to the Owners or the Owners' appointed agents the entire
risk of loss or damage to the
equipment from any occurrence whatsoever. For deliveries outside
the European Union to
assume for the duration of the period of hire as set out in these
terms and conditions the entire
risk of loss or damage to the equipment from any occurrence whatsoever.
The Hirer undertakes
to arrange at its own expenses appropriate insurance cover with
an approved insurance
company against all insurable risks and to produce on request to
the Owners evidence of such
insurance and the payment of premiums thereunder.
(h) To notify the Owners in writing immediately of any loss or damage
to the equipment and on
demand to reimburse the Owners in respect thereof within 30 days
of the occurrence. The
Owners shall continue to charge the Hirer the full cost of hire
for the equipment until such
payment is received. The Hirer shall be liable for the full replacement
cost of the equipment as
new.
(i) To keep the equipment free from distress execution or other
legal process and not create or
allow to be created any lien over the equipment.
(j) Not to sell, assign, let on hire or transfer the benefit of
hire contract in whole or in part or to
part with possession of the said equipment or any part of it at
any time during the hire.
(k) Not to make any alterations, modifications, or adjustments or
attempt any repairs to the
equipment.
(l) In the event of any breakdown or alleged defect in the equipment:
(i) The Hirer shall give written notice to the Owners within 24
hours (which shall be deemed to
be given once received by the Owners) of the discovery of the alleged
defect specifying the
nature of the defect.
(ii) The Hirer shall make no further use of the equipment alleged
to be defective after the time at
which the Hirer discovers that it is defective.
8 OWNERS' OBLIGATIONS
The Owners will maintain the said equipment at no cost to the Hirer
and will provide such
service at the Owners' premises during normal business hours save
that the Hirer will be liable
for the cost of any repairs necessary as a result of a breach of
clauses 7(k) or 9. In the event of
failure of any item of equipment whilst on hire, the Owners shall
use reasonable endeavours to
supply free of charge an identical or similar item of equipment
within 24 hours of notification for
UK based equipment, and within 72 hours of notification for equipment
within European Union
other than the UK. Replacement of equipment at locations other than
within European Union
may vary subject to shipping times applicable to the delivery destination.
Transportation costs
as appropriate to that destination may be levied.
9 CONDITIONS
OF USE
The Hirer will, in its use of the said equipment, observe all the
manufacturer's instructions and
other regulations that may be issued for the proper use thereof
and shall be entirely responsible
for any damage caused to the said equipment through failure to observe
such instructions or
regulations or failure to use the same in a proper manner. The Hirer
will also take all reasonable
and practical steps to ensure its use of the said equipment conforms
with the terms and
conditions laid down in the Health & Safety at Work, etc., Act
1974 (in particular section 2(2)(b)
and 2(2)(c) thereof) or any subsequent governing legislation.
The Owners make the said equipment available purely for rental purposes
and the Hirer has no
purchase rights or options, unless previously agreed in writing,
regardless of the hire period.
10 DELIVERY DATES
Delivery dates quoted are intended as estimates only although reasonable
endeavours will be
made to adhere to them. In no circumstances shall the Owners be
liable for delay in delivery
arising from any cause whatsoever.
11 CANCELLATION
Cancellation or part cancellation of any order, can only be accepted
with the Owners' consent in
writing and on terms which indemnify them fully against loss.
12 PAYMENT TERMS
(a) Payment of all charges including hire charges and delivery charges
is strictly net within thirty
days of the invoice date for account customers.
(b) Payments sent by post are at the risk of the Hirer.
(c) The Owners may charge and the Hirer shall pay interest at the
rate of 3% per annum above
the LIBOR Rate for the time being on all sums which, from time to
time, may be due from the
Hirer to the Owners hereunder and for the time being unpaid, such
interest being calculated
from the due date until the payment is received.
(d) The Owners reserve the right to alter the credit terms at any
time when in the Owners'
opinion the Hirer's financial condition or previous payment record
so warrants.
(e) No payment is deemed to be made until received in the Owners'
bank account.
(f) The Hirer shall not be entitled to withhold payment of any amount
payable to the Owners
because of any disputed claim of the Hirer in respect of faulty
equipment or any other alleged
breach of this or any other contract between the Hirer and the Owners,
nor shall the Hirer be
entitled to set off against any amount payable under this contract
any monies which are not then
presently payable by the Owners or for which the Owners dispute
liability.
13 OWNERSHIP
The equipment is and shall remain the sole property of the Owners
save that for purposes
connected with financing of the said equipment the property in the
equipment may be vested in
a third party. The consent of the Hirer will not be required for
the assignment or transfer of this
Agreement or the benefit thereof from or to the Owners to or from
any bank leasing company or
finance house being the owner of the equipment. The Hirer shall
not do or permit or cause to be
done anything whereby the rights of the Owners in respect of the
equipment are or may be
prejudicially affected and the Hirer is not allowed to claim capital
allowances on the equipment.
14 DEFAULT
If the Hirer shall default in making any payment for any period
in excess of thirty days or if the
Hirer is in breach of these Conditions of Hire, or becomes insolvent
or compounds with its
creditors or has distress or execution levied upon its property
or is wound up or goes into
liquidation (except for the purposes of a solvent reconstruction)
or has a receiver, administrative
receiver or administrator appointed of the whole or any part of
its assets or suffers any similar
process under the law of its domicile then the Owners shall be entitled
to terminate the
agreement forthwith and enter upon the Hirer's premises and to remove
the equipment without
notice to the Hirer. The Owners are hereby indemnified by the Hirer
in respect of all and any
damage or loss to the Hirer or any third party resulting from the
exercise by the Owners of its
rights therein reserved. This shall include the Owners recovering
all amounts outstanding and
payable as a result of such action.
15 LIMITED WARRANTY
The Owners hereby warrant to the Hirer that at the commencement
of the rental period the
equipment complies with its Manufacturer's description. The benefit
of this warranty may not be
assigned by the Hirer to any other party. In no event shall the
Owners be liable to the Hirer for
any consequential incidental or exemplary damages such as loss of
revenues or use of any
equipment or down time costs. The Owners shall not be responsible
for any delays or failures in
delivery of equipment or in making repairs, recalibration or replacement
due to unavailability of
parts, or labour, or industrial disputes, delays in transportation
or other causes beyond its
reasonable control. The foregoing warranty shall not apply to any
damage to equipment caused
by accident, misuse or abuse. The Owners do not warrant the merchantability
of the equipment
or its fitness or suitability for any particular purpose or use.
16 PERFORMANCE
Whilst application advice may be given no responsibility is accepted
for incorrect results due to
circumstances external to the equipment hired.
17 PATENTS AND
COPYRIGHTS
Equipment may be the subject of patent rights and/or legal protection.
18 SOFTWARE
The following shall apply where software is supplied with the equipment.
(a) The title to all software including programs and documentation
furnished by the Owners shall
be retained by the original manufacturer.
(b) The Hirer is supplied the use of the software only for the rental
term and the software shall
be used only on the specific equipment with which it was supplied.
Use of the software shall consist either of copying any portion
of the program from storage units
or media into the CPU or the processing of DATA with the program
or BOTH.
(c) The Hirer may make up to two copies of the Owners' supplied
machine readable software for
backup and archival purposes.
(d) Subject to the provision of clause 18(c) the Hirer shall not
copy or duplicate or permit a third
party to copy or duplicate in any manner any physical or magnetic
version of the Owners'
supplied machine readable software. The Hirer shall not copy or
duplicate any printed materials
related to any furnished with the Owners' supplied machine readable
software.
(e) Upon termination of the hire as defined in clause 3 above, the
Hirer shall return to the
Owners the original Owners' supplied machine readable software,
all copies thereof and all
printed material furnished with such software.
(f) The provisions of clause 18(e) shall not apply if the Hirer
has purchased user rights from the
Owners for the Owners' supplied software and has signed the original
manufacturer's software
or program licence agreement for said software. In that event the
Hirer's rights and obligations
upon termination shall be governed by the original manufacturer's
software or program licence
agreement.
(g) No licences or rights are granted except as set forth herein
or in the original manufacturer's
software or program licence agreement which the Hirer shall be required
to sign on receipt and
before using the software. The software may not be assigned by the
Hirer without the Owners'
prior written consent.
19 FORCE MAJEURE
If either the Owners or the Hirer are rendered unable wholly or
in part by Force Majeure to carry
out their obligations under this contract the party affected shall
give to the other prompt written
notice of the Force Majeure with reasonable full particulars concerning
it whereupon the
obligation of the party giving the notice so far as it is affected
by the Force Majeure shall be
suspended during but not longer than the continuance of the Force
Majeure. The affected party
shall use all reasonable diligence to remove the effects of the
Force Majeure as quickly as
possible. The term Force Majeure as employed in this contract should
be deemed to include but
shall not be limited to any war, riot, act of God, fire, flood,
government regulation or act, any
natural or accidental disaster, any strike, lockout or industrial
dispute or shortage of raw
materials or fuel or any breakdown of machinery or any other cause
outside the reasonable
control of the party suffering such Force Majeure, but not in any
circumstances including
financial inability. If a party is rendered unable wholly or in
part by Force Majeure substantially
to carry out its obligations under this contract for a period of
one year or more, then either party
may declare the contract to be abandoned forthwith by written notice
to the other party to that
effect.
20 GOVERNMENT
PROCUREMENT
No Government Procurement regulation shall be included hereunder
or be binding on either
party unless specifically agreed to in writing and expressly incorporated
herein.
21 DELAY
The Owners shall not be liable for delays in performance hereunder
due to unforeseen
circumstances or due to causes beyond its control including but
not limited to acts of nature,
acts of government, labour disputes, delays in transport and delays
in delivery or non delivery
by the Owners' suppliers.
22 FEES AND
EXPENSES
The Owners shall be entitled to recover from the Hirer all fees
and expenses (whether or not
formal legal action is instituted) incurred as a result of any breach
of these terms by the Hirer or
need to enforce same or in any other way arising in connection with
these Conditions of Hire.
23 DAMAGES
The remedies provided herein are the Hirer's sole and exclusive
remedies. In no event shall the
Owners be liable for direct indirect special incidental or consequential
damages (including loss
of profits) whether based on contract tort or any other course of
action.
24 AGGREGATE
LIABILITY
The aggregate liability of the Owners (whether in contract or for
negligence or breach of
statutory duty or otherwise howsoever) to the Hirer for any loss
or damage of whatsoever nature
and howsoever caused shall be limited to and in no circumstances
shall exceed the hire
charges paid to the Owners in relation to the equipment.
25 EXPORT CONTROL
Overseas rentals arranged by the Hirer are subject to the terms
and conditions listed herein.
Attention is drawn to the fact that the Owners bear no responsibility
for any charges, fees, or
fines, V.A.T. or duty payments imposed by any authority their agents
or shipping agent in the
UK or overseas. Further it is the obligation of the Hirer to ensure
that all overseas import/export
duties have been paid to the appropriate authorities and the Hirer
is responsible for any fines
which may be imposed by any authority on the equipment which has
been impounded due to
the Hirer's negligence or wilful acts. In addition the Hirer's attention
is drawn to the existence of
various statutes governing customs regulations in particular the
Export of Goods (Control) Order
1994 with regard to equipment which may be subject to security control.
Details are available
from HMSO Publication Centre, PO Box 276, London, SW8 5DT. Should
the Hirer abandon the
Owners' equipment anywhere in the United Kingdom or overseas or
should the equipment be
impounded by any customs authorities in the UK or overseas the rental
will continue until the
equipment is returned to the Owners' premises or the equipment is
purchased by the Hirer at
full cost as new.
26 MISCELLANEOUS
(a) If any of these conditions or any part of one of these conditions
is rendered void by any
legislation to which it is subject it shall be void to that extent
and no further.
(b) Any waiver, indulgence or forbearance by either party of any
of these Conditions of Hire
and/or any breach thereof shall apply only in the particular instant
or instances in which such
waiver, indulgence or forbearance occurs, and shall not affect or
impair the further continuance
in force of such terms and conditions, or the right of either party
to avail itself of such terms and
conditions upon any subsequent breach or breaches thereof.
(c) The exercise or implementation of or reliance upon any of the
terms and conditions by the
Owners shall not give rise to any right by the Hirer to cancel any
contract with the Owners.
(d) If any provisions of these Conditions of Hire are found by a
court or other competent
authority to be void and unenforceable, such provisions shall be
deemed to be deleted from the
Conditions of Hire and the remaining provisions shall remain in
full force and effect.
27 V.A.T.
All prices quoted are exclusive of V.A.T., which will be charged
at the rate in operation at the
relevant tax point date.
28 NOTICE
Any notice, demand, statement or other written communication required
or permitted to be given
to the Hirer by the Owners shall be deemed to have been validly
given, delivered or sent by
post or left at the address of the Hirer stated in this Agreement
or at the Hirer's present or last
known address.
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