Terms and Conditions

TERMS AND CONDITIONS OF PURCHASE

  1. Interpretation
    • Definitions:
Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Call Off an Order where the supply of Goods is to take place over multiple delivery dates as and when specified by the Customer and Called Off shall be construed accordingly.
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.
Contract the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
Customer Readie Construction Limited (registered in England and Wales with company number 06069233).
Delivery Date the date specified in the Order, or, if none is specified, within three days of the date of the Order except where any of the Goods are the subject of a Call Off in which case the delivery date for such Goods shall be specified in writing or by telephone by the Customer when the Goods are Called Off.
Delivery Location the address for delivery of Goods as set out in the Order.
Goods the goods (or any part of them) set out in the Order.
Quality Management System ISO9001.
Order the Customer‘s order for the Goods, as set out in the Customer‘s purchase order form or in the Customer‘s written acceptance of the Supplier‘s quotation, or overleaf, as the case may be.
Modern Slavery Statement the Customer’s Modern Slavery Statement, as updated from time to time.
Specification any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier the person or firm from whom the Customer purchases the Goods.

 

  1. Basis of contract
    • These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
    • The Order shall be deemed to be accepted on the earlier of:
      • the Supplier issuing a written acceptance of the Order; and
      • the Supplier doing any act consistent with fulfilling the Order,

at which point the Contract shall come into existence.

  1. The goods
    • The Supplier shall ensure that the Goods shall:
      • correspond with their description and any applicable Specification;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
      • be fit for any purpose for which they are normally used;
      • be fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier‘s skill and judgement;
      • where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
      • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including any applicable British Standards and harmonised European Standards.
    • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
    • The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier‘s obligations under the Contract.
    • If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier‘s undertakings at clause 1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    • The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
    • The Supplier shall, promptly on the request of the Customer, provide to the Customer all test, calibration and quality certificates applicable to the Goods which are:
      • of a type normally to be expected to be obtained by a Supplier in relation to such Goods;
      • reasonably necessary for the Customer to verify that the Goods comply with the requirements of any contract that the Customer has with a third party; and
      • necessary to ensure that the Goods confirm with specified requirements during production, installation and servicing as set out in the Customer’s Quality Management System.
  1. Delivery
    • The Supplier shall ensure that:
      • the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
      • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
    • Time is of the essence of the Contract and, subject to clause 6, the Supplier shall deliver the Goods:
      • on the Delivery Date;
      • at the Delivery Location; and
      • during the Customer‘s normal business hours, or as instructed by the Customer.
    • Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
    • If the Supplier:
      • delivers less than 95% of the quantity of Goods ordered or Called Off, the Customer may reject the Goods; or
      • delivers more than 105% of the quantity of Goods ordered or Called Off, the Customer may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier‘s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
    • The Supplier shall not deliver the Goods in instalments without the Customer‘s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.
    • The Customer shall, on reasonable notice to the Supplier, be entitled to postpone the Delivery Date and/or make a reasonable change to the Delivery Location.
    • The Supplier shall comply with the Customer’s health and safety rules applicable to the Delivery Location. Such rules are available for inspection at the site office at the Delivery Location.
  2. Remedies
    • If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies:
      • to terminate the Contract;
      • to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier‘s own risk and expense;
      • to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
      • to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      • to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
      • to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier‘s failure to carry out its obligations under the Contract.
    • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
    • The Customer‘s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
  3. Title and risk
    • Title and risk in the Goods shall pass to the Customer on completion of delivery.
  4. Price and payment
    • The price of the Goods shall be the price set out in the Order or, if applicable, as derived from the rates set out in the Order, or, if no price is quoted, the price set out in the Supplier‘s published price list in force as at the date the Contract came into existence.
    • The price of the Goods:
      • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      • includes the costs of packaging, insurance and carriage of the Goods.
    • No extra charges shall be effective unless agreed in writing with the Customer.
    • The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer‘s order number, the Supplier‘s VAT registration number and any supporting documents that the Customer may reasonably require.
    • The Customer shall pay correctly rendered invoices within 30 days of end of the month following the month that the invoice is dated. Payment shall be made to the bank account nominated in writing by the Supplier.
    • If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England‘s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
    • The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.
  5. Customer materials
    • The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer material are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer‘s written instructions or authorisation.
  6. IndemnitIES
    • The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
      • any claim made against the Customer for actual or alleged infringement of a third party‘s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
      • any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
      • any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
      • the Customer making good any default by the Supplier in relation to any statutory or other duty of the Supplier, its employees, agents or subcontractors .
    • This clause 9 shall survive termination of the Contract.
  7. Insurance
    • During the term of the Contract and for a period of two years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer‘s request, produce both the insurance certificate giving details of cover and the receipt for the current year‘s premium in respect of each insurance.
  8. Confidentiality
    • A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors and any other confidential information concerning the disclosing party‘s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party‘s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party‘s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
    • This clause 11 shall survive termination of the Contract.
  9. Compliance with relevant laws
    • In performing it obligations under the Contract, the Supplier shall comply with:
      • all applicable laws, statutes, regulations and codes from time to time in force; and
      • the Modern Slavery Statement.
    • The Customer may immediately terminate the Contract for any breach of clause 12.
  10. Termination
    • The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
    • Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
      • the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
      • the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Supplier‘s financial position deteriorates to such an extent that in the Customer‘s opinion the Supplier‘s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Termination of the Contract, however arising, shall not affect any of the parties‘ rights and remedies that have accrued as at termination.
    • Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
  11. Force majeure
    • Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days written notice to the affected party.
  12. General
    • Assignment and other dealings
      • The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
      • The Supplier may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
    • The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
    • Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.
    • Except as set out in clause 2.4, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      • Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or commercial courier.
      • A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if delivered by commercial courier, on the date and at the time that the courier‘s delivery receipt is signed;.
      • This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
    • Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

TERMS AND CONDITIONS OF EQUIPMENT HIRE

  1. Interpretation
    • Definitions:
Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date the date that the Lessee takes Delivery of the Equipment.
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.
Contract the contract between the Lessor and the Lessee for the hire of the Equipment in accordance with these Conditions.
Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Delivery the transfer of physical possession of the Equipment to the Lessee at the Delivery Location.
Delivery Date the date specified in the Order, or, if none is specified, within two days of the date of the Order.
Delivery Location the address for delivery of the Equipment as set out in the Order.
Equipment the items of equipment listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Order the Lessee’s order for the Equipment, as set out in the Lessee’s purchase order form or in the Lessee’s written acceptance of the Lessor’s quotation, or overleaf, as the case may be.
Lessee Readie Construction Limited (registered in England and Wales with company number 06069233).
Lessor the person or firm from whom the Lessee hires the Equipment.
Rental Payments the payments to be made by or on behalf of Lessee for hire of the Equipment as set out in the Order.
Rental Period the period of hire as set out in the Order.
Total Loss due to the Lessee‘s default the Equipment is, in the Lessor‘s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
VAT value added tax chargeable in the UK.

 

  1. BASIS OF CONTRACT
    • These Conditions apply to the Contract to the exclusion of any other terms that the Lessor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • The Order constitutes an offer by the Lessee to hire the Equipment in accordance with these Conditions.
    • The Order shall be deemed to be accepted on the earlier of:
      • the Lessor issuing a written acceptance of the Order; and
      • the Lessor doing any act consistent with fulfilling the Order,

at which point the Contract shall come into existence.

  1. Equipment hire
    • The Lessor shall hire the Equipment to the Lessee subject to the Contract.
    • The Lessor shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Lessee‘s quiet possession of the Equipment.
  2. Rental Payments
    • The Lessor shall invoice the Lessee for the Rental Payments monthly in arrears. The Lessee shall pay each invoice submitted by the Lessor within 30 days of end of the month following the month that the invoice is dated. Payment shall be made to the bank account nominated in writing by the Lessor.
    • The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee at the rate and in the manner from time to time prescribed by law.
    • No extra charges shall be effective unless agreed in writing by the Lessee.
    • If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
    • The Lessee may at any time, without limiting any of its other rights or remedies, set off any liability of the Lessor to the Lessee against any liability of the Lessee to the Lessor.
  3. Delivery and installation
    • Delivery of the Equipment shall be made by the Lessor. Time is of the essence of the Contract, and subject to clause 3, the Lessor shall deliver and (where agreed by the Lessor) install the Equipment:
      • on the Delivery Date;
      • at the Delivery Location; and
      • during the Lessee’s normal business hours, or as instructed by the Lessee.
    • Title and risk shall transfer in accordance with clause 6 (Title, risk and insurance).
    • The Lessee shall, on reasonable notice to the Lessor, be entitled to postpone the Delivery Date and/or make a reasonable change to the Delivery Location.
  4. Title, risk and insurance
    • The Equipment shall at all times remain the property of the Lessor, and the Lessee shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Conditions).
    • The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on Delivery. The Equipment shall remain at the sole risk of the Lessee during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Lessee (Risk Period) until such time as the Equipment is redelivered to the Lessor. During the Rental Period and the Risk Period, the Lessee shall, at its own expense, obtain and maintain the following insurances:
      • insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Lessor may from time to time nominate in writing;
      • insurance for such amounts as a prudent owner or operator of the Equipment would insure for to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
      • insurance against such other or further risks relating to the Equipment as may be required by law.
    • The Lessee shall notify the Lessor promptly in writing in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Lessee‘s possession or use of the Equipment.
    • The Lessee shall, on demand, supply copies of the relevant insurance certificate(s) giving details of cover and proof of premium payment to the Lessor to confirm the insurance arrangements.
  5. Lessee‘s responsibilities
    • The Lessee shall during the term of the Contract:
      • ensure that the Equipment is kept and operated in a suitable environment any used only for the purposes for which it is designed;
      • take such steps (including compliance with all safety and usage instructions provided by the Lessor) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
      • maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
      • make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of the Lessor unless carried out to comply with any mandatory modifications required by law or any regulatory authority or unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Lessor immediately upon installation;
      • keep the Lessor fully informed of all material matters relating to the Equipment;
      • at all times keep the Equipment in the possession or control of the Lessee and keep the Lessor informed of its location;
      • permit the Lessor or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
      • maintain operating and maintenance records of the Equipment and make copies of such records readily available to the Lessor, together with such additional information as the Lessor may reasonably require;
      • not, without the prior written consent of the Lessor, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
      • not without the prior written consent of the Lessor, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Lessee shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Lessor against all losses, costs or expenses incurred as a result of such affixation or removal;
      • ensure that at all times the Equipment remains identifiable as being the Lessor‘s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
      • deliver up the Equipment at the end of the Rental Period or on earlier termination of the Contract at such address as the Lessor requires, or if necessary allow the Lessor or its representatives access any premises where the Equipment is located for the purpose of removing the Equipment; and
      • not do or permit to be done anything which could invalidate the insurances referred to in clause 6 (Title, risk and insurance).
    • The Lessee acknowledges that the Lessor shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees, agents and contractors.
  6. Warranties and remedies
    • The Lessor warrants that for the duration of the Rental Period the Equipment shall:
      • conform to its description and specification (as made available by the Lessor);
      • be of satisfactory quality;
      • be fit for any purpose for which it is normally used;
      • be fit for any purpose held out by the Lessor or made know to the Lessor by the Lessee expressly or by implication, and in this respect the Lessee relies on the Lessor’s skill and judgement;
      • be free from defects in design, material and workmanship;
      • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Equipment.
    • If the Equipment is not delivered on the Delivery Date, or does not comply with the undertakings set out in clause 1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Equipment, the Lessee may exercise any one or more of the following remedies:
      • to terminate the Contract;
      • to reject the Equipment (in whole or in part) and return it to the Lessor at the Lessor’s own risk and expense;
      • in the case of Equipment which is rejected, to require the Lessor to repair or replace the rejected Equipment, or to provide a full refund of any Rental Payments which have already been paid;
      • subject to clause 3 and in the case of any defect in the Equipment which manifests itself during the Rental Period, to require the Lessor to repair or replace the defective Equipment, or to provide a full refund of any Rental Payments which have already been paid and which relate to the period after which the defect manifested itself;
      • to recover from the Lessor any costs incurred by the Lessee in obtaining substitute equipment from a third party; and
      • to claim damages for any other costs, loss or expenses incurred by the Lessee which are in any way attributable to the Lessor’s failure to carry out its obligations under the Contract.
    • The Lessor shall not be required to remedy any defect which materialises as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Lessor‘s authorised personnel.
    • These Conditions shall apply to any repaired or replacement Equipment supplied by the Lessor.
    • The Lessee’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
  7. Liability
    • The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Subject to clause 3 and clause 9.4, the Lessee’s total liability to the Lessor (including any liability for the acts or omissions of its employees, agents and subcontractors) shall not exceed £20,000.
    • Nothing in the Contract limits any liability which cannot legally be limited including but not limited to liability for:
      • death or personal injury caused by negligence; and
      • fraud or fraudulent misrepresentation.
    • Subject to clause 3, the Lessor shall not be liable under the Contract for any:
      • loss of profit;
      • loss of revenue
      • loss of business; or
      • indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

  1. INDEMNITY AND INSURANCE
    • The Lessor shall keep the Lessee indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Lessee as a result of or in connection with:
      • any claim made against the Lessee for actual or alleged infringement of a third party‘s intellectual property rights arising out of or in connection with the supply or use of the Equipment, to the extent that the claim is attributable to the acts or omissions of the Lessor, its employees, agents or subcontractors;
      • any claim made against the Lessee by a third party for death, personal injury or damage to property arising out of or in connection with defects in Equipment, to the extent that the defects in the Equipment are attributable to the acts or omissions of the Lessor, its employees, agents or subcontractors;
      • any claim made against the Lessee by a third party arising out of or in connection with the supply of the Equipment, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Lessor, its employees, agents or subcontractors; and
      • the Lessee making good any default by the Lessor in relation to any statutory or other duty of the Lessor, its employees, agents or subcontractors .
    • This clause 10 shall survive termination of the Contract.
    • During the term of the Contract and for a period of two years thereafter, the Lessor shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Lessee‘s request, produce both the insurance certificate giving details of cover and the receipt for the current year‘s premium in respect of each insurance.
  2. Termination
    • Without limiting or affecting any other right or remedy available to it, the Lessee may terminate the Contract with immediate effect by giving written notice to the Lessor if:
      • there is a change of control of the Lessor; or
      • the Lessor’s financial position deteriorates to such an extent that in the Lessee’s opinion the Lessor’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the other party takes any step or action in connection with him being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
    • The Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.
  3. Consequences of termination
    • Upon termination of the Contract, however caused the Lessor‘s consent to the Lessee‘s possession of the Equipment shall terminate and the Lessor may, by its authorised representatives, at the Lessor‘s expense, retake possession of the Equipment and for this purpose the Lessee shall allow the Lessor or its representatives access to any premises where the Equipment is located for the purpose of removing the Equipment.
    • Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
  4. Force majeure
    • Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days‘ written notice to the affected party.
  5. Confidential information
    • A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors and any other confidential information concerning the disclosing party‘s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party‘s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party‘s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
    • This clause 14 shall survive termination of the Contract.
  6. GENERAL
    • The Lessee may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
    • The Lessor may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Lessee.