Conditions of Sale
1.1 In the Conditions:
“Company” means Signatrol Limited (registered in England under number 04973283);
“Customer” means the person, firm or company, who accepts a quotation of the Company for the sale of the Goods and/or the Services or whose Order for the Goods and/or Services is accepted by the Company;
“Conditions” means the standard terms and conditions of sale set out in this document (unless the context otherwise requires) including any special terms and conditions agreed in Writing between the Customer and the Company;
"Order" Customer's instructions to supply Goods or Services
“Contract” means the contract for the purchase and sale of the Goods and/or Services; and
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with the Conditions;
“Services” means the installation, technical support, back-up and other services which the Company may provide in accordance with the Conditions;
“Writing” includes telex, cable, electronic and facsimile transmission and comparable means of communication provided that any communication by facsimile transmission shall be followed by a hard copy thereof sent by post.
1.2 Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. BASIS OF SALE
2.1 The Company shall sell and the Customer shall purchase the Goods and/or Services in accordance with any written Order of the Customer which is accepted by the Company, subject to the Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to the Conditions shall be binding unless agreed in Writing by an authorised representative of the Company.
2.3 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents is followed or acted upon entirely at the Customer's own risk. The Company shall not be liable for any advice or recommendation as to the application or use of the Goods which is not confirmed in Writing by the Company.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3. ORDERS AND SPECIFICATIONS
3.1 No Order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company. Each Order so accepted shall constitute a separate contract.
3.2 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Customer's specification, which do not materially affect their quality or performance.
3.3 No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation in which case the Customer shall pay the Company’s invoice within seven days of its date.
4. PRICE OF THE GOODS
4.1 The price of the Goods and/or Services shall be as stated in the Company’s quotation or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the Order. All quotations are valid for 30 days or until earlier withdrawal by the Company unless agreed otherwise in writing.
4.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, any change in delivery date, quantities or specifications for the Goods and/or Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. In the event of such price variation, the Customer shall be entitled to cancel any Order for undelivered Goods or unperformed Services. Any such cancellation must be in Writing and within 7 days of the Company's notification of the price variation or within 14 days before delivery or performance is due, whichever is the sooner.
4.3 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
4.4 Unless otherwise agreed in Writing, all prices are exclusive of costs for delivery, postage, packing, administration and insurance, which will be additionally charged to the Customer.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods and/or Services on or at any time after delivery of the Goods and/or performance of the Services and where the Goods are to be supplied and/or the Services are to be rendered by instalments the Company shall be entitled to render periodic invoices for Goods delivered and Services rendered up to the date of each invoice.
5.2 The Company shall be entitled to recover the price of the Goods (plus value added tax) notwithstanding that property in the Goods has not passed to the Customer.
5.3 Unless the Company has agreed some other payment period with the Customer in Writing the Customer shall pay the price of the Goods and/or Services (less any discount to which the Customer is entitled, but without any other deduction) within 30 days of the date of the Company’s invoice. The time of payment of the price shall be of the essence of the Contract.
5.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries of the Goods and/or performance of the Services;
5.4.2 appropriate any payment made by the Customer to such of its invoices as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
5.4.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent 4% per annum above Barclays Bank plc base rate from time to time, until payment in full for all outstanding amounts due is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. RETURN OF GOODS
6.1 Except where Goods are returned under a warranty claim, the Customer shall not be entitled to return Goods unless the Company has given its prior consent in Writing and has issued to the Customer a Returned Materials Authorisation (RMA) number.
6.2 Provided such consent has been given, incorrectly or over - ordered standard parts may only be returned within 30 days of the invoice date in unused condition. In such event a handling charge of 15% will be made on such items, with a minimum charge of £10.
7.1 Delivery of Goods shall be made by the Company passing the Goods to such carrier as shall be nominated by the Company with instructions to transport the Goods to the delivery address specified by the Customer. Delivery of Services shall be made by the Company offering such Services at the delivery address agreed by the Company and the Customer.
7.2 Any dates quoted for delivery of the Goods and/or provision of the Services are approximate only and the Company shall not be liable for any delay in delivery of the Goods or performance of the Services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in Writing.
7.3 Where the Goods and/or Services are to be delivered or provided in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with the Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
7.4 If the Customer fails to accept the Goods and/or fails to give the requested delivery instructions or to provide adequate facilities for the provision of the Services at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
7.4.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
7.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract;
7.4.3 invoice the Customer for all costs and expenses incurred by it in connection with the delay caused in the provision of the Services.
8. RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time when the Company passes the Goods to its carrier as set out in clause 7.1 above
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and/or Services and all other goods and services agreed to be sold by the Company to the Customer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Customer the Customer shall not let, sell, charge or otherwise dispose, transfer or deal with the Goods or any part thereof and the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
9. WARRANTIES AND LIABILITY
9.1 Subject to the Conditions and to Clauses 10.2 and 10.3 the Company warrants that:-
9.1.1 the Goods will correspond with their specification at the time of delivery and will be free from defect in material and workmanship for the period specified for the particular product in the Company's published literature or web site.
9.1.2 the Services will be carried out with reasonable skill and care
9.2 The Company shall be under no liability:
9.2.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;
9.2.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, improper storage, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval;
9.2.3 where any seal has been broken or the Company's trade mark or serial number has been removed, defaced, altered or tampered with unless otherwise agreed in writing.
9.2.4 where the Goods have not been installed in accordance with all installation instructions provided by the Company;
9.2.5 under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
9.3 The above warranty does not extend to parts, materials, equipment, components or other products not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
9.4 The above warranty does not extend to any loss or damage sustained in transit.
9.5 Subject as expressly provided in the Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1994), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by the Conditions.
9.7 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.8 Where any valid claim is notified to the Company in accordance with the Conditions the Company shall be entitled to repair or replace the Goods (or the part in question) and/or carry out corrective installation services free of charge or, at the Company’s sole discretion refund to the Customer the price of the Goods and/or Services (or a proportionate part of the price) and the Company shall have no further liability to the Customer.
9.9 The Company’s liability for damage to tangible property resulting from breach of contract and/or any negligent act or omission of the Company or its employees, agents or sub-contractors shall be limited to £5,000,000 in respect of any one incident or £5,000,000 in respect of any series of incidents arising from a common cause.
9.10 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation or any other claims for indirect or economic loss whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with any Order for the supply of the Goods and/or the provision of the Services.
9.11 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods and/or Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
10.1 Save as is otherwise provided in the Conditions if any claim is made against the Customer that the Goods infringe or that their use infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Company shall indemnify the Customer against all loss, damages, costs and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:-
10.1.1 the Company is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2 the Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
10.1.3 except pursuant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Company (which shall not be unreasonably withheld);
10.1.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);
10.1.5 the Company shall be entitled to the benefit of, and the Customer shall accordingly account to the Company for, all damages and costs (if any) awarded in favour of the Customer which are payable by or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
10.1.6 without prejudice to any duty of the Customer at common law, the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Company is liable to indemnify the Customer under this clause.
11. COPYRIGHT AND SOFTWARE
11.1 The Copyright in all documents including (but not limited to) drawings, specifications, manuals and technical information furnished to the Customer by the Company in connection with this Contract shall remain vested in the Company and all such documents shall only be used by the Customer for their intended purpose.
11.2 All Copyright and other intellectual property rights in any software comprised in the Goods shall remain vested in the Company who hereby grants to the Customer a non-exclusive non-assignable licence to use such software for the purposes of the operation of the Goods but not otherwise.
12. INSOLVENCY OF CUSTOMER
12.1 This clause applies if:
12.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.2 an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of the Customer; or
12.1.3 a winding up petition (if a company) or a bankruptcy petition (if an individual) is presented against the Customer; or
12.1.4 the Customer ceases, or threatens to cease, to carry on business; or
12.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
12.1.6 the Customer is unable to pay its debts as defined in Section 123 of the Insolvency Act 1986.
12.1.7 anything analogous to any of the foregoing under the law of any jurisdiction occurs.
12.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered and/or the Services performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.1 The Company shall be entitled to sub contract the provisions of the Services or any part of the Services as it sees fit.
13.2 Any notice required or permitted to be given by either party to the other under the Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.3 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.
13.5 As a valued customer, Signatrol Ltd would like to contact you from time to keep you abreast of any new developments. Please contact the company by clicking here and emailling us if you would like to unsubscribe from the contact list.
13.6 The Contract shall be governed by the laws of England and any dispute arising under or in connection with the Conditions or the sale of the Goods shall be subject to the jurisdiction of the English courts.
Conditions of Purchase
1. No materials or goods will be accepted unless supplied against an authorised official order.
2. Prices are as stated on the order and shall not be subject to any variation for any reason other than changes in design or specification by Signatrol Ltd. and notified in writing.
3. No charges will be accepted for postage and/or packing unless previously authorised on the order.
4. Invoices should be sent at any time of despatch of the goods clearly stating the order number and a monthly statement of account should be sent each month embodying all the invoices.
5. Signatrol Ltd. Reserve the right; at any time prior to delivery, to alter requirements of the order or cancel the same order either in whole or in part by giving one weeks notice in writing.
6. Signatrol Ltd. reserve the right to reject wholly or in part any goods which have been found on inspection not to be up to standard of sample specification, or any item which is not accompanied with the correct release note, certificate of conformance or certificate of calibration as specified on the order. In the event of Signatrol Ltd. exercising this right, the consignment shall be returned at the suppliers expense.
7. Inspection and test by Signatrol Ltd. does not relieve the supplier from any responsibility for failure to meet any contractual and/or legal requirements.
8. Failure to deliver the goods by the date specified will render the order liable to cancellation without notice and without penalty.
9. Signatrol Ltd. reserve the right to refuse acceptance of quantities over and above those specified on the order.
10. The supplier shall indemnify Signatrol Ltd. against any claim for loss, damage, injury or consequential loss arising from the goods failing to meet specification or being unfit for purpose.
11. The supplier shall indemnify Signatrol Ltd. against all claims for royalties, damages, or other losses due to the use of the goods, apparatus, devices or processes (other than those supplied to the buyers own specifications), drawings and designs in conjunction with the order. All such claims shall be notified to the supplier who will deal with them at his expense.
12. Any jigs, tools, fixtures gauges, samples, specifications or any other items which has been charged by the supplier in whole or in part shall remain the property of Signatrol Ltd. and shall not be used or supplied to any other customer without prior consent of the company in writing. All such jigs, tools, fixtures gauges, samples, specifications, drawings etc. shall be maintained by the supplier in good order and shall, upon a written request by Signatrol Ltd., be returned.
13. The conditions of the order shall not be invalidated or rendered inoperative by any clauses, requirements, reservations or observations on any form of acknowledgement printed or used by the supplier.
14. Acceptance of an order or delivery of the goods covered by that order is regarded as absolute acceptance of all the terms and conditions of purchase of Signatrol Ltd. by the supplier.
15. The property in the goods specified on the order shall pass to Signatrol Ltd. upon delivery.
16. Unless otherwise specified in the Order, payment shall be made within 60 days of receipt by the Company of the suppliers properly rendered invoice at the contract price specified in the Order which shall be fixed for the duration of the Contract. Payment shall not constitute a waiver of any legal rights of the Company.
17. Unless otherwise agreed in writing the contract will be subject to the laws of England.
18. Any drawings, specifications or information passed from Signatrol Ltd. to the supplier in connection with this order are the property of Signatrol ltd. and should be treated as confidential and must not be used in any way or passed to any third parties for any other purpose other than the execution of the order without prior written consent from Signatrol Ltd.
19. No deviation or changes to these standard terms of purchase will be accepted by Signatrol Ltd. unless authorised in writing and signed by a Director of the Company.
Conditions of Hire
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.
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.
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.
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.
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.
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.
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.
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.
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.
(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.
All prices quoted are exclusive of V.A.T., which will be charged at the rate in operation at the relevant tax point date.
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.