Terms & Conditions of Hire

These are the terms and conditions of hire of Warehouse 701 Limited (company number 04628034) whose registered office is at Lloyd George House, Fordshill Road, Rotherwas Industrial Estate, Hereford, Herefordshire, HR2 6NS (“we”, “us”, “our”).

 

By placing an order for hire with us you agree to be bound by these terms and conditions to the exclusion of all others. These terms and conditions shall form the basis of our hire agreement with you “Hire Agreement”).

Hire

We shall hire the agreed items to you subject to these terms and conditions.

Rental Period

The rental period shall be as we agree with you in writing, unless the Hire Agreement is terminated earlier in accordance with these terms.

Rental Payments and Deposit

1.1

You shall pay the agreed rental payments (“Rental Payments”) upon the dates and by such method as we confirm to you.

1.2

Payments must be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.

1.3

If you fail to pay any rental payment or any other sums payable by the due date for payment under this agreement then, without limiting our rights under clause 1.18, you shall pay interest on such sums for the period from and including the due date of payment up to the actual date of payment, whether before or after judgment. The interest shall be paid at the rate of four per cent (4%) per annum above the base rate from time to time of Barclays Bank plc.

1.4

Where we ask for a deposit, this shall be a deposit against default by you of payment of any rental payments or any loss of or damage caused to the hired items. If you fail to make any rental payments or cause any loss or damage to hired items (in whole or in part), we shall be entitled to apply the deposit against such default, loss or damage. The deposit (or balance thereof) shall be refundable following the end of the rental period.

Delivery

1.5

Delivery of the hired items shall take place as agreed with you.

1.6

You shall procure that a duly authorised representative shall be present at delivery. Acceptance of delivery by such representative shall constitute conclusive evidence that you has examined the hired items and has found them to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by us, your duly authorised representative shall sign a receipt confirming such acceptance.

Title, risk and insurance

1.7

The hired items shall at all times remain our property, and you shall have no right, title or interest in or to the hired items (save the right to possession and use of the hired items subject to these terms and conditions).

1.8

The risk of loss, theft, damage or destruction of the hired items shall pass to you on delivery. The hired items shall remain at your sole risk during the rental period and any additional period during which the hired items are in your possession, custody or control and until such time as the hired items are redelivered to us (“Risk Period”). During the Risk Period, you shall, at your own expense, obtain and maintain the following insurances:

(a)insurance of the hired items to a value not less than thier full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as we may from time to time nominate in writing;

(b)insurance for such amounts as a prudent owner or operator of the hired items would insure for, or such amount as we may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the hired items; and

(c)insurance against such other or further risks relating to the hired items as may be required by law, together with such other insurance as we may from time to time consider reasonably necessary and advise to you.

1.9

You shall give immediate written notice to us in the event of any loss, accident or damage to the hired items or arising out of or in connection with your possession or use of the hired items.

Your responsibilities

1.10

You shall during the term of this agreement:

(a)ensure that the hired items are kept and operated in a suitable environment, used only for the purposes for which they are designed, and operated in a proper manner in accordance with instructions provided by us;

(b)take such steps (including compliance with all safety and usage instructions provided by us) as may be necessary to ensure, so far as is reasonably practicable, that the hired items are at all times safe and without risk to health when being used;

(c)maintain at your own expense the hired items in good and substantial repair in order to keep them in as good a condition as they were at the start of the hire period (fair wear and tear only excepted);

(d)make no alteration to the hired items;

(e)keep us fully informed of all material matters relating to the hired items;

(f)keep the hired items at all times at the agreed location and shall not move or attempt to move any part of the hired items to any other location without our prior written consent;

(g)permit us or our duly authorised representative to inspect the hired items at all reasonable times and for such purpose to enter into or upon any premises at which the hired items may be located, and shall grant reasonable access and facilities for such inspection;

(h)not part with control of, sell or offer for sale, underlet or lend the hired items or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(i)not do or permit to be done any act or thing which will or may jeopardise our right, title and/or interest in the hired items;

(j)not suffer or permit the hired items to be confiscated, seized or taken out of your possession or control under any distress, execution or other legal process;

(k)not use the hired items for any unlawful purpose;

(l)deliver up the hired items at the end of the rental period or on earlier termination of the Hire Agreement at such address as we require, or if necessary allow us or its representatives access to any premises where the hired items is located for the purpose of removing the hired items; and

(m)not do or permit to be done anything which could invalidate the insurances referred to above.

1.11

You acknowledge that we shall not be responsible for any loss of or damage to the hired items arising out of or in connection with any negligence, misuse, mishandling of the hired items or otherwise caused by you or your officers, employees, agents and contractors (as the case may be), and you undertake to indemnify us on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by you to comply with these terms and conditions and/or the Hire Agreement.

Warranty

1.12

We warrants that the hired items shall substantially conform to their description (as made available by us), be of satisfactory quality and fit for any purpose held out by us. We shall use all reasonable endeavours to remedy, free of charge, any material defect in the hired items which manifests itself following delivery, provided that:

(a)you notify us immediately of any defect;

(b)we are permitted to make a full examination of the alleged defect;

(c)the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person; and

(d)the defect is directly attributable to defective material, workmanship or design.

1.13

If we fail to remedy any material defect in the hired items in accordance with clause 1.12,we shall, at your request, accept the return of part or all of the hired items and make an appropriate reduction to the rental payments payable during the remaining term of the agreement and, if relevant, return any deposit (or any part of it).

Liability

1.14Without prejudice to clause 1.15, our maximum aggregate liability for breach of the Hire Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed (a) where we carry insurance, the amount (if any) we are able to recover under our insurance in respect of the event giving rise to a claim, or (b) where we do not carry insurance, the amounts paid by you under the Hire Agreement.

1.15

Nothing in these terms and conditions shall exclude or in any way limit:

(a)either party's liability for death or personal injury caused by its own negligence;

(b)either party's liability for fraud or fraudulent misrepresentation; or

(c)any other liability which cannot be excluded by law.

1.16

The Hire Agreement sets forth the full extent of our obligations and liabilities in respect of the hired items and their hire to you. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on us except as specifically stated in these terms and conditions. Any condition, warranty or other term concerning the hired items which might otherwise be implied into or incorporated within the Hire Agreement, whether by statute, common law or otherwise, is expressly excluded.

1.17

Without prejudice to clause 1.15, neither party shall be liable under the Hire Agreement for any:

(a)loss of profit;

(b)loss of revenue

(c)loss of business; or

(d)indirect or consequential loss or damage]

in each case, however caused, even if foreseeable.

Termination

1.18

We may, without prejudice to any other right or remedy which may be available to us, terminate the Hire Agreement immediately by written notice to you if:

(a)you default in any of your payment obligations;

(b)you commit a material breach of the Hire Agreement which breach is irremediable, or which breach (if remediable) is not remedied within five working days; or

(c)you suffer an insolvency or bankruptcy event (including if a company, entering into liquidation, making an arrangement with your creditors, having a receiver or manager appointed over all or any part of your assets or generally becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an individual, being declared bankrupt or making any arrangement with or for the benefit of your creditors or having a county court administration order made against you under the County Court Act 1984).

1.19

Upon termination of the Hire Agreement, however caused:

(a)our consent to your possession of the hired items shall terminate and we may, by our authorised representatives, without necessarily giving notice, retake possession of the hired items and for this purpose may enter any premises at which the hired items are located; and

(b)you shall pay to us on demand:

(i)all rental payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant clause1.3;

(ii)any costs and expenses incurred by us in recovering the hired items and/or in collecting any sums due under the Hire Agreement.

1.20

Termination of this agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.

Force majeure

Neither party shall be in breach of the Hire Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Confidential information

1.21

Neither party shall, during and after termination of the Hire Agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.

1.22

Each party shall on demand and on termination of the Hire Agreement surrender to the other party all materials relating to such confidential information in its or its personnel's, agents' or representatives' possession.

Assignment

You may not, without our prior written consent, assign or transfer or deal in any other manner with the Hire Agreement or any of your rights and obligations under the Hire Agreement, or purport to do any of the same.

Entire agreement and variation

1.23

The Hire Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

1.24

Each party acknowledges that, in entering into the Hire Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Hire Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Hire Agreement (whether made innocently or negligently) shall be for breach of contract.

1.25

Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

1.26

No variation of the Hire Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Contracts (Rights of Third Parties) Act 1999

A person who is not a party to the Hire Agreeent shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Notices

1.27

Any notice or other communication required to be given under the Hire Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid post or recorded delivery or by commercial courier, to each party required to receive the notice or communication.

1.28

Any notice or other communication shall be deemed to have been duly received:

(a)if delivered personally, when left at the address of the other party;

(b)if sent by commercial courier, on the date and at the time of signature of the courier's delivery receipt; or

(c)if sent by pre-paid post or recorded delivery, 9.00 am on the second working day after posting.

1.29

A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.

1.30

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

No waiver

No failure or delay by a party to exercise any right or remedy provided under the Hire Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Severance

If any court or competent authority finds that any provision of e Hire Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Hire Agreement shall not be affected.

Governing law and jurisdiction

1.31

The Hire Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law.

1.32

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Hire Agreement or its subject matter.