Terms & Conditions

Wet Hire of Equipment

1. Definitions

1.1. For the purpose of these terms and conditions, the following expressions shall have the following meanings:

Contract means a contract between the Supplier and the Hirer incorporating these Terms and Conditions and the terms of any quotation issued by the Supplier (provided the terms of such quotation do not conflict with these Terms and Conditions, in which case these Terms and Conditions shall prevail);

Cross Rental Services Group Company means any of the following companies:

Company name	Co. No.	Registered address
Acclimatise Ltd	05363864	Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ
All Seasons Hire Ltd	05876373	Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ
Cross Rental Ltd	11101652	Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ

Delivery means the transfer of physical possession of the Equipment to the Hirer or the Hirer’s agent, whether at the Site or at any other location;

Deposit means the amount set out in the Payment Schedule, as applicable;

Engineer means any engineer or other individual employed or engaged by or on behalf of the Supplier;

Equipment means any plant or equipment and any component parts or accessories thereof, replacement parts, renewals and additions or other items which are hired by the Supplier to the Hirer. Such Equipment includes any plant or equipment or components that are supplied in substitution of any such items which have been damaged, destroyed, stolen or found to be malfunctioning;

Fuel means any products agreed in the Contract to be supplied to the Hirer by the Supplier, such as, but not limited to, petroleum products, fuel oils, lubricants and kerosene;

Hirer means the individual, company or organisation hiring the Equipment;

Hirer Default means any act or omission by the Hirer or anyone acting on its behalf or failure by the Hirer (or anyone acting on its behalf) to perform any relevant obligation;

Order means a written request made by the Hirer to the Supplier for hire of Equipment following receipt of a quotation and which the Supplier may at its sole discretion accept or reject;

Rental Payments means the amounts payable by the Hirer to the Supplier in connection with the Contract (excluding carriage, fuel and other consumables provided by the Supplier which shall be payable in addition unless expressly agreed) and as agreed in writing between the parties. Unless stated otherwise in writing, part-days shall constitute a full day’s wet hire and Rental Payments stated at weekly rates accrue daily with each day accruing at 1/7^th of the weekly charge;

Rental Period means the period commencing at the time and date as agreed in writing between the parties, or if any Equipment is provided sooner, the Rental Period shall be deemed to commence at the time the Hirer takes physical possession of the Equipment (including Saturdays, Sundays and public holidays) and end upon the physical return of the Equipment to the Supplier;

Services means any services to be carried out by the Supplier for the Hirer in conjunction with the wet hire of Equipment including any delivery, installation, operation and/or collection service related to the Equipment;

Site means any building or other location at which the Equipment is delivered and/or installed (as applicable);

Supplier means the applicable Cross Rental Services Group Company hiring the Equipment to the Hirer, including its employees, directors or authorised representatives;

Supplier Materials means all materials, Equipment, documents and other property of the Supplier;

Total Loss means the Equipment is, in the Supplier’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated;

VAT means value added tax chargeable under the Value Added Tax Act 1994;

1.2. References to writing and written include email.

2. Basis of Contract

2.1. The Supplier shall hire the Equipment and supply the Services to the Hirer for use and operation at the Site subject to the terms and conditions of the Contract.

2.2. A Contract is formed only when the Supplier accepts an Order. For the avoidance of doubt, no Contract is formed until the Supplier accepts an Order (such Order to be considered an offer capable of acceptance). The Supplier is not obliged to accept any Orders and shall only accept Orders on the basis of the terms and conditions of the Contract.

2.3. Each hire of an item of Equipment shall form a distinct Contract which shall be separate to any other Contract relating to other Equipment.

2.4. The terms of the Contract constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Hirer acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

2.5. No officer, employee or agent of the Supplier (other than a director of the Supplier) has authority to contract for the hire of Equipment and supply of Services on any terms other than those set out herein, or to amend, vary or waive these terms and conditions. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

2.6. Without prejudice to the provisions of clause 10.2, no one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

2.7. Where the Hirer is an individual or partnership, or an unincorporated body of persons, the Contract including any amendment or variation to it will end within 89 days from the start of the Hire Period. The Equipment must be returned to the Supplier by the close of business the Working Day before the expiry of the 89 day period. If the Hirer fails to do this, the Supplier will be entitled to charge for any financial loss caused by this failure. A Contract entered into pursuant to these Terms shall not be a consumer hire agreement as defined by Article 60N of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

2.8. The Contract contains the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services, the Equipment and its hiring to the Hirer. 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 the Supplier except as specifically stated in the Contract. Any condition, warranty or other term concerning the Services and the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.

3. Payment

3.1. The Rental Payments, including any applicable Deposit, due to be paid by the Hirer to the Supplier, shall be as agreed in writing between the parties from time to time.

3.2. The Hirer shall pay the Rental Payments, and/or any other sums payable under the Contract, to the Supplier in cleared funds in GBP sterling in accordance with the payment schedule or as otherwise agreed in writing between the parties from time to time.

3.3. Where a Deposit is payable by the Hirer, it shall be paid to the Supplier in advance of the commencement of the Rental Period. The Supplier may also require an initial payment on account of the Rental Payments in advance of the Hirer hiring the Equipment.

3.4. The Supplier may agree to set a reasonable credit limit for the Hirer. The Supplier reserves the right to terminate or suspend a Contract if allowing it to continue would result in the Hirer exceeding its credit limit or if the credit limit is already exceeded. Where a credit account has been allocated to the Hirer the Supplier may submit an initial invoice for Rental Payments and any Fuel to be supplied at the commencement of the Hire Period and then issue subsequent monthly invoices (or such other frequency as the parties shall agree in writing in advance) throughout the duration of the Hire Period. A final invoice will be submitted at the end of the Hire Period.

3.5. The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Payment shall not be deemed to be made until the Supplier has received, in full, cleared funds for the full amount payable by the Hirer.

3.6. If the Hirer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 9, the Hirer shall pay interest on the overdue amount at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or any revision thereto, or at the rate of 6% above the base rate from time to time of HSBC Bank Plc, whichever is higher. 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 Hirer shall pay the interest together with the overdue amount and any associated administrative and debt recovery costs.

3.6. The Deposit is a deposit against default by the Hirer of payment of any Rental Payments or other payments under the Contract or any loss of or damage caused to the Equipment. If the Hirer fails to make any Rental Payments or other payments in accordance with the Payment Schedule, or causes any loss or damage to the Equipment (in whole or in part), the Supplier shall be entitled to apply the Deposit against such default, loss or damage. The Hirer shall pay to the Supplier any sums deducted from the Deposit within 10 working days of a demand for the same. The Deposit (or balance thereof) shall be refundable by way of deduction from the Rental Payments.

3.7. For the avoidance of doubt, unless otherwise agreed in writing, where the Supplier provides Fuel under the Contract this is supplied on a sale only basis and no returns can be accepted. The full cost of the Fuel provided shall be payable, irrespective of whether the Fuel is used during the Rental Period and no credit shall be applied for any surplus unused Fuel. Where a Hirer has selected fuel management at the time of Order, the Hirer shall ensure that advanced notice of the end of hire is given so that the Supplier can run down fuel supply to allow fuel tanks to be collected. Additional charges may be payable if the Supplier needs to delay collection or decant Fuel.

4. Supply of the Services

4.1. The Supplier reserves the right to amend the Service specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Hirer in any such event.

4.2. The Supplier warrants to the Hirer that the Services will be provided using reasonable care and skill.

4.3. In the event that the Supplier is satisfied that the Hirer is a trade customer or client with relevant skills required to install the Equipment the Supplier may agree to a ‘Dry Hire’ of the Equipment without the provision of the Services. In such cases the additional Dry Hire Terms and Conditions apply.

5. Hirer’s Obligations

5.1. The Hirer shall:

5.1.1. co-operate with the Supplier in all matters relating to the Services (and if applicable delivery of Fuel);

5.1.2. provide to the Supplier, its employees, agents, consultants, subcontractors and Engineers, access to the Site and other facilities as reasonably required by the Supplier to provide the Services (and if applicable delivery of Fuel);

5.1.3. promptly in advance of the Rental Period commencing provide the Supplier with such information (including delivery arrangements) and materials as the Supplier may reasonably require in order to supply the Services (and if applicable delivery of Fuel), and ensure that such information is complete and accurate in all material respects, and for the avoidance of doubt any failure to provide advance notice of access restrictions, non-standard power supply or other limitations will be considered a Hirer Default;

5.1.4. prepare the Site for the supply of the Services (and if applicable delivery of Fuel) including carrying out any enabling works identified by the Supplier;

5.1.5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

5.1.6. comply with all applicable laws, including health and safety laws;

5.1.7. keep all Supplier Materials in safe custody at its own risk and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

5.1.8. at the end of the Rental Period ensure that any surplus Fuel is drained (or ensure that the Supplier is requested to drain the Fuel for which a charge will be levied).

5.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by Hirer Default:

5.2.1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend, delay or withhold performance of the Services until the Hirer remedies the Hirer Default to the Supplier’s satisfaction, and to rely on the Hirer Default to relieve it from the performance of any of its obligations in each case to the extent that the Hirer Default prevents or delays the Supplier’s performance of any of its obligations;

5.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Hirer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2; and

5.2.3. the Hirer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Hirer Default.

6. Use and Care of the Equipment

6.1. The Hirer shall ensure that for the duration of the hire:

6.1.1. the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed and for lawful purposes, and operated in a proper, safe and correct manner by trained competent staff in accordance with any operating instructions and the instructions of the Engineers;

6.1.2. no-one shall interfere with or make any modifications, additions or alterations to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of the Supplier;

6.1.3. (if applicable) any Fuel is procured exclusively from the Supplier unless otherwise agreed in writing between the parties;

6.1.4. the Supplier is kept fully informed of all material matters relating to the Equipment and notify the Supplier immediately in the event of any fault, loss and/or damage to the Equipment;

6.1.5. no-one shall modify or remove any markings or ownership information on the Equipment;

6.1.6. at all times it is made clear to any relevant third party that the Equipment is the property of the Supplier;

6.1.7. the Equipment is kept at all times at the Site taking all adequate and proper measures to protect the Equipment from adverse weather conditions, theft, damage and/or other physical risks and not move or attempt to move any part of the Equipment to any other location without the Supplier’s prior written consent;

6.1.8. the Supplier, its duly authorised representative or an Engineer is permitted to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and grant (or procure the grant of) reasonable access and facilities for such inspection;

6.1.9. in the event that any Site becomes subject to moratorium proceedings due to insolvency or access to the Site or Equipment is otherwise restricted by a third party, make best endeavours to procure a right for the Supplier to access the Site and retake possession of the Equipment;

6.1.10. the Hirer shall not, without the prior written consent of the Supplier, 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;

6.1.11. the Equipment shall not without the prior written consent of the Supplier, be attached 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 Hirer shall repair and make good any damage to such land or building caused by the affixation or removal of the Equipment from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;

6.1.12. no-one shall do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Equipment and a right for the Supplier to enter onto such land or building to remove the Equipment;

6.1.13. not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Hirer shall notify the Supplier and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

6.1.14. that at all times the Equipment remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;

6.1.15. deliver up the Equipment at the end of the Rental Period or on earlier termination of the Contract at such address as the Supplier requires, or if necessary allow the Supplier’s representatives access to (or arrange for the Supplier to have access to) the Site or any premises where the Equipment is located for the purpose of removing the Equipment;

6.1.16. it shall not do or permit to be done anything which could invalidate the insurances referred to in clause 8.

6.2. The Hirer acknowledges that the Supplier shall not be responsible for any;

6.2.1. loss of or damage to the Equipment; or

6.2.2. losses, costs, liabilities or expenses incurred by the Hirer, to the extent arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Hirer or its officers, employees, agents and contractors, whether or not an Engineer was on Site, and the Hirer undertakes to indemnify the Supplier 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 the Hirer to comply with the terms of the Contract.

7. Malfunction

7.1. The Supplier warrants that the Equipment shall substantially conform to its specification (as made available by the Supplier) and be of satisfactory quality. The Supplier shall use reasonable endeavours to remedy any material defect in the Equipment, provided that:

7.1.1. the Hirer notifies the Supplier of any defect in writing within 2 working days of the defect occurring;

7.1.2. the Supplier is permitted to make a full examination of the alleged defect;

7.1.3. the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Supplier’s authorised personnel;

7.1.4. the defect did not arise out of any information, design or any other assistance supplied or furnished by the Hirer or on its behalf; and

7.1.5. the defect is directly attributable to defective material, workmanship or design.

7.2. Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by the Supplier, the Hirer shall be entitled only to such warranty or other benefit as the Supplier has received from the manufacturer.

7.3. The Hirer shall be liable to indemnify the Supplier in relation to all costs, expenses and losses (including loss of future business) and/or damage suffered or incurred by the Supplier arising from any malfunction of the Equipment caused by or related to the negligence of the Hirer, its officers, employees, agents and contractors, or the improper storage or distribution, and/or misuse of the Equipment.

7.4. A call-out charge based on the time spent by an engineer to attend the Site will be levied by the Supplier in the event of any request for repair resulting from the Hirer’s operator error or failure to adhere to operating instructions.

8. Risk, Insurance and Indemnity

8.1. The Equipment shall at all times remain the property of the Supplier and neither the Hirer nor any other person shall have any right, title or interest in or to the Equipment.

8.2. The risk of loss, theft, damage or destruction of the Equipment shall throughout the Rental Period and at all other times when it is not within the Supplier’s physical possession or control, including without limitation during any transit arranged by the Hirer, be borne by the Hirer.

8.3. In respect of any times that the Equipment is not in the possession, custody or control of the Supplier, the Hirer shall, at its own expense, obtain and maintain the following insurances:

8.3.1. 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, adverse weather conditions and such other risks as the Supplier may from time to time nominate in writing;

8.3.2. insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Supplier 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 Equipment; and

8.3.3. insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Hirer;

and the Hirer shall be responsible for paying any deductibles due on any claims under such insurance policies.

8.4. The Hirer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Hirer’s possession or use of the Equipment.

8.5. The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.

8.6. The Hirer shall indemnify the Supplier in connection with the replacement cost of any Equipment that is lost, stolen and/or damaged beyond economic repair during any period that the Equipment is at the risk of the Hirer, less any amount paid to the Supplier under any policy of insurance taken out in accordance with these conditions.

8.7. The Hirer shall indemnify the Supplier against any and all direct or indirect losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier, to the extent the same cannot reasonably be mitigated, arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Hirer.

8.8. The Supplier’s maximum aggregate liability for breach of the Contract (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 the Rental Payments, paid in full by the Hirer.

9. Damage Waiver

9.1. All quotes for Hire shall include a damage waiver of 7.5% of the Rental Payments.

9.2. Where the damage waiver has been paid then provided that the Hirer is not otherwise in breach of this Contract, the Hirer will not be liable to the Supplier for the first £2,500 plus VAT of repairable damage. Any repairable damage beyond this limit will be payable by the Hirer.

9.3. The damage waiver only covers damage and cleaning of the Equipment and does not apply in the case of irreparable damage (or damage that is beyond economic repair) or lost Equipment and the Hirer will continue to be liable for and to indemnify the Supplier in respect of all irreparable damage and lost Equipment.

9.4. This clause does not affect the Hirer’s obligation to insure under Clause 8.3.

10. Termination of Hire and Supply of the Services by Notice

10.1. Unless the Contract is stated to be for a fixed duration (i.e. it is an ‘open hire’), either party shall be entitled to terminate the Contract upon giving the other party not less than 24 hours’ notice, provided that notice may not be given until at least one week has elapsed from the date the hire commenced. In the case of a Contract stated to be for a fixed duration notice cannot be given until the original Contract term has expired.

10.2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving notice to the Hirer if:

10.2.1. the Hirer fails to pay any amount due under the Contract on the due date for payment;

10.2.2. the Hirer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period after being notified to do so;

10.2.3. the Hirer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

10.2.4. the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;

10.2.5. the Hirer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

10.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Hirer (being a company);

10.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Hirer (being a company);

10.2.8. the holder of a qualifying floating charge over the assets of the Hirer (being a company) has become entitled to appoint or has appointed an administrative receiver;

10.2.9. a person becomes entitled to appoint a receiver over the assets of the Hirer or a receiver is appointed over the assets of the Hirer;

10.2.10. the Hirer (being an individual) is the subject of a bankruptcy petition or order;

10.2.11. a creditor or encumbrancer of the Hirer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Hirer’s assets and such attachment or process is not discharged within 14 days;

10.2.12. any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2.4 to clause 10.2.11 (inclusive);

10.2.13. the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

10.2.14. the Hirer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10.3. The Contract shall automatically terminate if a Total Loss occurs in relation to any of the Equipment.

10.4. In circumstances where the Contract is terminated: (i) pursuant to clause 10.1 prior to the anticipated end date of the Rental Period; or (ii) by the Supplier pursuant to clauses 10.2 or 10.3. the Hirer shall reimburse the Supplier within fourteen (14) days of termination the cost incurred by the Supplier in procuring for the Hirer:

10.4.1. any items of Equipment not comprised within the Supplier’s standard inventory prior to the Rental Period;

10.4.2. any Fuel that the Hirer has not consumed;

10.4.3. any third party services procured on behalf of the Hirer, such as printing costs and subcontractors; and

10.4.4. any particular expertise not provided by Engineers in the usual course of the Supplier’s business, in each case to the extent such cost has not already been recovered within Rental Payments received.

10.5. Upon termination of the Contract, however caused:

10.5.1. the Supplier’s consent to the Hirer’s possession of the Equipment shall terminate and the Supplier may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located (and the Hirer must grant or otherwise arrange access for these purposes);

10.5.2. without prejudice to any other rights or remedies of the Supplier, the Hirer shall pay to the Supplier on demand:

10.5.2.1. all Rental Payments and other sums due but unpaid at the date of such demand together with any accrued interest; any costs and expenses incurred by the Supplier in recovering the Equipment and/or in collecting any sums due under the Contract (including but not limited to any storage, insurance, repair, transport, legal and remarketing costs);

10.5.2.2. any reasonable travel, accommodation and subsistence expenses incurred by Engineers.

10.6. Where a notice served under clause 10.1 relates to some but not all of the Equipment the Contract shall continue in respect of the remaining Equipment but the Hirer shall be liable for the costs under clause 10.5.2 in respect of that Equipment to which the notice relates notwithstanding no termination has occurred.

10.7. Without affecting any other right or remedy available to it, should any right to terminate the Contract arise, the Supplier may suspend the supply of the Services, retake possession of the Equipment and with immediate effect all Engineers will leave the Site.

10.8. If the Contract is stated to be for a fixed term and is exceeded by the Hirer failing to return the Equipment, or to allow the Supplier to retake possession of the Equipment by the time and date agreed between the parties, the hire will be deemed to be continued and the Hirer shall pay to the Supplier in full:

10.8.1. additional charges equal to the aggregate of all Rental Payments which would have been paid between the date of expiry of the Rental Period and the date upon which the Equipment is actually returned to the Supplier (and in the event that Rental Payments were calculated to incorporate any discount or promotional rate, such discounts or promotional rates will not be taken into account when calculating the additional charges); and

10.8.2. any losses, costs, expenses or liabilities incurred by the Supplier as a result of the Equipment not being available to hire to third parties as anticipated, such payment to be made as reasonably advised by the Supplier.

10.9. Upon termination of the Contract pursuant to clause 11.2, any other repudiation of the Contract by the Hirer which is accepted by the Supplier or pursuant to clause 10.3, without prejudice to any other rights or remedies of the Supplier, the Hirer shall pay to the Supplier on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Rental Period as well as reimbursing the Supplier in respect of any surplus unused Fuel, all losses, costs, expenses or liabilities incurred by the Supplier as a result of such wrongful termination.

10.10. In the event that the Equipment is returned to the Supplier in a damaged, unclean or defective state, except when due to reasonable and fair wear and tear (as determined by the Supplier), the Hirer shall be liable to the Supplier for the cost of any repair and/or cleaning required to return the Equipment to a condition fit for re-hire in the reasonable opinion of the Supplier as well as any losses, costs, expenses or liabilities incurred by the Supplier as a result of such Equipment being unavailable until such repairs and/or cleaning have been completed.

10.11. 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, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

10.12. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after its termination shall remain in full force and effect, including without limitation clauses 3, 5.2, 7.4, 8, 10,11 and 12.

11. General

11.1. Except as expressly provided in these terms and conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

11.2. To the extent that the “Hirer” comprises more than one person, both such persons shall be jointly and severally liable under the Contract.

11.3. 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.

11.4. 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. The parties shall negotiate in good faith to amend any such invalid, illegal or unenforceable provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.5. The Contract is personal to the Hirer who shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without prior written consent of the Supplier.

11.6. The Hirer is deemed to have relied solely on its own skill and judgement as to the suitability for any purpose of the Equipment.

11.7. Any notice or other communication given to a party under or in connection with the Contract shall be by email and shall be delivered to the email address notified by the other party. Notices shall be deemed received at the time of successful transmission.

11.8. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract (except payment obligations) 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, after which period the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

11.9. Each party undertakes that it shall not at any time during the Rental Period and for a period of two years after termination of this Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract (ensuring that such employees, officers, representatives or advisers comply with this clause); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

12. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 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 arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Dry Hire of Equipment

1. Definitions

1.1. For the purpose of these terms and conditions, the following expressions shall have the following meanings:

Cross Rental Services Group Company means any of the following companies:

Company name	Co. No.	Registered address
Acclimatise Ltd	05363864	Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ
All Seasons Hire Ltd	05876373	Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ
Cross Rental Ltd	11101652	Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ

Delivery means the transfer of physical possession of the Equipment to the Hirer or the Hirer’s agent, whether at the Site or at any other location;

Deposit means the amount set out in the Payment Schedule, as applicable;

Hirer means the individual, company or organisation hiring the Equipment;

Hirer Default means any act or omission by the Hirer or anyone acting on its behalf or failure by the Hirer (or anyone acting on its behalf) to perform any relevant obligation;

Order means a written request made by the Hirer to the Supplier for hire of Equipment following receipt of a quotation and which the Supplier may at its sole discretion accept or reject;

Rental Payments means the amounts payable by the Hirer to the Supplier in connection with the Contract (excluding carriage, fuel and other consumables provided by the Supplier which shall be payable in addition unless expressly agreed) and as agreed in writing between the parties. Unless stated otherwise in writing, part-days shall constitute a full day’s dry hire and Rental Payments stated at weekly rates accrue daily with each day accruing at 1/7^th of the weekly charge;

Site means any building or other location at which the Equipment is delivered and/or installed (as applicable);

Supplier means the applicable Cross Rental Services Group Company hiring the Equipment to the Hirer, including its employees, directors or authorised representatives;

Supplier Materials means all materials, Equipment, documents and other property of the Supplier;

Total Loss means the Equipment is, in the Supplier’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated;

VAT means value added tax chargeable under the Value Added Tax Act 1994;

1.2. References to writing and written include email.

2. Basis of Contract

2.1. The Supplier shall hire the Equipment to the Hirer for use and operation at the Site subject to the terms and conditions of the Contract.

2.3. Each hire of an item of Equipment shall form a distinct Contract which shall be separate to any other Contract relating to other Equipment.

2.5. No officer, employee or agent of the Supplier (other than a director of the Supplier) has authority to contract for the hire of Equipment on any terms other than those set out herein, or to amend, vary or waive these terms and conditions. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

2.6. Without prejudice to the provisions of clause 10.2, no one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

2.8. The Contract contains the full extent of the Supplier’s obligations and liabilities in respect of the Equipment and its hiring to the Hirer. 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 the Supplier except as specifically stated in the Contract. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.

3. Payment

3.1. The Rental Payments, including any applicable Deposit, due to be paid by the Hirer to the Supplier, shall be as agreed in writing between the parties from time to time.

3.4. The Supplier may agree to set a reasonable credit limit for the Hirer. The Supplier reserves the right to terminate or suspend a Contract if allowing it to continue would result in the Hirer exceeding its credit limit or if the credit limit is already exceeded. Where a credit account has been allocated to the Hirer the Supplier may submit an initial invoice for Rental Payments at the commencement of the Hire Period and then issue subsequent monthly invoices (or such other frequency as the parties shall agree in writing in advance) throughout the duration of the Hire Period. A final invoice will be submitted at the end of the Hire Period.

3.6. The Deposit is a deposit against default by the Hirer of payment of any Rental Payments or any loss of or damage caused to the Equipment. If the Hirer fails to make any Rental Payments in accordance with the Payment Schedule, or causes any loss or damage to the Equipment (in whole or in part), the Supplier shall be entitled to apply the Deposit against such default, loss or damage. The Hirer shall pay to the Supplier any sums deducted from the Deposit within 10 working days of a demand for the same. The Deposit (or balance thereof) shall be refundable by way of deduction from the Rental Payments.

4. Hirers’ Obligations

4.1. These conditions apply in the event that the Supplier provides Equipment to the Hirer on a ‘Dry Hire basis’ without the provision of additional Services including installation and commissioning of the Equipment.

4.2. The Hirer shall take full responsibility for the safe handling, installation and commissioning of the Equipment on Dry Hire.

4.3. Where the Hirer arranges Delivery or Return of the Equipment the Hirer shall ensure that Equipment is transported safely using appropriate lifting and transportation methods as advised by the Supplier and shall be liable for any damage or loss arising from failure to follow such lifting and transportation instructions. Charges will be based on inspection and full cost of Equipment repair.

4.4. The Hirer shall provide to the Supplier evidence that the Equipment is to be installed and commissioned by fully trained and proficient operators prior to installation. In the case of natural gas installations proof of up to date and current gas safe certification must be provided, together with a commissioning sheet and flue analysis report for the Supplier’s records.

4.5. In the event that the Supplier is called to attend a Site in order to repair or to complete failed commissioning of Equipment taken on a Dry Hire basis, the Hirer agrees to pay the Supplier for all costs (at the current prevailing published rates) associated with the call out. In the event that the Equipment is found to be faulty, and where the fault has not been created by incorrect installation or commissioning the Supplier shall repair or replace the Equipment at its own cost.

5. Use and Care of Equipment

5.1. The Hirer shall ensure that for the duration of the hire:

5.1.1. the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed and for lawful purposes, and operated in a proper, safe and correct manner by trained competent staff in accordance with any operating instructions;

5.1.2. no-one shall interfere with or make any modifications, additions or alterations to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of the Supplier;

5.1.3. the Supplier is kept fully informed of all material matters relating to the Equipment and notify the Supplier immediately in the event of any fault, loss and/or damage to the Equipment;

5.1.4. no-one shall modify or remove any markings or ownership information on the Equipment;

5.1.5. at all times it is made clear to any relevant third party that the Equipment is the property of the Supplier;

5.1.6. the Equipment is kept at all times at the Site taking all adequate and proper measures to protect the Equipment from adverse weather conditions, theft, damage and/or other physical risks and not move or attempt to move any part of the Equipment to any other location without the Supplier’s prior written consent;

5.1.7. the Supplier, its duly authorised representative or an Engineer is permitted to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and grant (or procure the grant of) reasonable access and facilities for such inspection;

5.1.8. in the event that any Site becomes subject to moratorium proceedings due to insolvency or access to the Site or Equipment is otherwise restricted by a third party, make best endeavours to procure a right for the Supplier to access the Site and retake possession of the Equipment;

5.1.9. the Hirer shall not, without the prior written consent of the Supplier, 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;

5.1.10. the Equipment shall not without the prior written consent of the Supplier, be attached 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 Hirer shall repair and make good any damage to such land or building caused by the affixation or removal of the Equipment from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;

5.1.11. no-one shall do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Equipment and a right for the Supplier to enter onto such land or building to remove the Equipment;

5.1.12. not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Hirer shall notify the Supplier and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

5.1.13. that at all times the Equipment remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;

5.1.14. where the Supplier is to arrange collection of the Equipment at the end of the Rental Period or on earlier termination of the Contract the Hirer shall de-install and make available for collection all component parts of the Equipment in line with such instructions as the Supplier may supply and allow the Supplier’s representatives access to (or arrange for the Supplier to have access to) the Site or any premises where the Equipment is located for the purpose of removing the Equipment. Where the Equipment or any component parts are not made available at the agreed time and a return visit is required the Hirer shall be liable for any wasted costs;

5.1.15. it shall not do or permit to be done anything which could invalidate the insurances referred to in clause 7.

5.2. The Hirer acknowledges that the Supplier shall not be responsible for any:

5.2.1. loss of or damage to the Equipment; or

5.2.2. losses, costs, liabilities or expenses incurred by the Hirer, to the extent arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Hirer or its officers, employees, agents and contractors, and the Hirer undertakes to indemnify the Supplier 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 the Hirer to comply with the terms of the Contract.

6. Malfunction

6.1. The Supplier warrants that the Equipment shall substantially conform to its specification (as made available by the Supplier) and be of satisfactory quality. The Supplier shall use reasonable endeavours to remedy any material defect in the Equipment, provided that:

6.1.1. the Hirer notifies the Supplier of any defect in writing within 2 working days of the defect occurring;

6.1.2. the Supplier is permitted to make a full examination of the alleged defect;

6.1.3. the defect did not materialise as a result of incorrect installation, misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Supplier’s authorised personnel;

6.1.4. the defect did not arise out of any information, design or any other assistance supplied or furnished by the Hirer or on its behalf; and

6.1.5. the defect is directly attributable to defective material, workmanship or design.

6.2. Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by the Supplier, the Hirer shall be entitled only to such warranty or other benefit as the Supplier has received from the manufacturer.

6.3. The Hirer shall indemnify the Supplier in relation to all costs, expenses and losses (including loss of future business) and/or damage suffered or incurred by the Supplier arising from any malfunction of the Equipment caused by or related to the negligence of the Hirer, its officers, employees, agents and contractors, or the improper storage or distribution, and/or misuse of the Equipment.

7. Risk, Insurance and Indemnity

7.1. The Equipment shall at all times remain the property of the Supplier and neither the Hirer nor any other person shall have any right, title or interest in or to the Equipment.

7.2. The risk of loss, theft, damage or destruction of the Equipment shall throughout the Rental Period and at all other times when it is not within the Supplier’s physical possession or control, including without limitation during any transit arranged by the Hirer, be borne by the Hirer.

7.3. In respect of any times that the Equipment is not in the possession, custody or control of the Supplier, the Hirer shall, at its own expense, obtain and maintain the following insurances which shall be in joint names with the Supplier:

7.3.1. 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, adverse weather conditions and such other risks as the Supplier may from time to time nominate in writing;

7.3.2. insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Supplier 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 Equipment; and

7.3.3. insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Hirer;

and the Hirer shall be responsible for paying any deductibles due on any claims under such insurance policies.

7.4. The Hirer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Hirer’s possession or use of the Equipment.

7.5. The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.

7.6. The Hirer shall indemnify the Supplier in connection with the replacement cost of any Equipment that is lost, stolen and/or damaged beyond economic repair during any period that the Equipment is at the risk of the Hirer, less any amount paid to the Supplier under any policy of insurance taken out in accordance with these conditions.

7.7. The Hirer shall indemnify the Supplier against any and all direct or indirect losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier, to the extent the same cannot reasonably be mitigated, arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Hirer.

7.8. The Supplier’s maximum aggregate liability for breach of the Contract (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 the Rental Payments, paid in full by the Hirer.

8. Termination of Hire by Notice

8.1. Unless the Contract is stated to be for a fixed duration (i.e. it is an ‘open hire’), either party shall be entitled to terminate the Contract upon giving the other party not less than 24 hours’ notice, provided that notice may not be given until at least one week has elapsed from the date the hire commenced. In the case of a Contract stated to be for a fixed duration notice cannot be given until the original Contract term has expired.

8.2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving notice to the Hirer if:

8.2.1. the Hirer fails to pay any amount due under the Contract on the due date for payment;

8.2.2. the Hirer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period after being notified to do so;

8.2.3. the Hirer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

8.2.4. the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;

8.2.5. the Hirer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

8.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Hirer (being a company);

8.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Hirer (being a company);

8.2.8. the holder of a qualifying floating charge over the assets of the Hirer (being a company) has become entitled to appoint or has appointed an administrative receiver;

8.2.9. a person becomes entitled to appoint a receiver over the assets of the Hirer or a receiver is appointed over the assets of the Hirer;

8.2.10. the Hirer (being an individual) is the subject of a bankruptcy petition or order;

8.2.11. a creditor or encumbrancer of the Hirer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Hirer’s assets and such attachment or process is not discharged within 14 days;

8.2.12. any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.4 to clause 8.2.11 (inclusive);

8.2.13. the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

8.2.14. the Hirer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

8.3. The Contract shall automatically terminate if a Total Loss occurs in relation to any of the Equipment.

8.4. In circumstances where the Contract is terminated: (i) pursuant to clause 8.2 prior to the anticipated end date of the Rental Period; or (ii) by the Supplier pursuant to clauses 8.2 or 8.3, the Hirer shall reimburse the Supplier within fourteen (14) days of termination the cost incurred by the Supplier in procuring for the Hirer:

8.4.1. any items of Equipment not comprised within the Supplier’s standard inventory prior to the Rental Period;

8.4.2. any third party services procured on behalf of the Hirer, such as printing costs and subcontractors; and

8.4.3. any particular expertise not provided by Engineers in the usual course of the Supplier’s business,

in each case to the extent such cost has not already been recovered within Rental Payments received.

8.5. Upon termination of the Contract, however caused:

8.5.1. the Supplier’s consent to the Hirer’s possession of the Equipment shall terminate and the Supplier may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located (and the Hirer must grant or otherwise arrange access for these purposes);

8.5.2. without prejudice to any other rights or remedies of the Supplier, the Hirer shall pay to the Supplier on demand:

8.5.2.1. all Rental Payments and other sums due but unpaid at the date of such demand together with any accrued interest; any costs and expenses incurred by the Supplier in recovering the Equipment and/or in collecting any sums due under the Contract (including but not limited to any storage, insurance, repair, transport, legal and remarketing costs);

8.5.2.2. any reasonable travel, accommodation and subsistence expenses incurred by Engineers.

8.6. Where a notice served under clause 8.1 relates to some but not all of the Equipment the Contract shall continue in respect of the remaining Equipment but the Hirer shall be liable for the costs under clause 9.5.2 in respect of that Equipment to which the notice relates notwithstanding no termination has occurred.

8.7. Without affecting any other right or remedy available to it, should any right to terminate the Contract arise, the Supplier may retake possession of the Equipment.

8.8. If the Contract is stated to be for a fixed term and is exceeded by the Hirer failing to return the Equipment, or to allow the Supplier to retake possession of the Equipment by the time and date agreed between the parties, the hire will be deemed to be continued and the Hirer shall pay to the Supplier in full:

8.8.1. additional charges equal to the aggregate of all Rental Payments which would have been paid between the date of expiry of the Rental Period and the date upon which the Equipment is actually returned to the Supplier (and in the event that Rental Payments were calculated to incorporate any discount or promotional rate, such discounts or promotional rates will not be taken into account when calculating the additional charges); and

8.8.2. any losses, costs, expenses or liabilities incurred by the Supplier as a result of the Equipment not being available to hire to third parties as anticipated,

such payment to be made as reasonably advised by the Supplier.

8.9. Upon termination of the Contract pursuant to clause 8.2, any other repudiation of the Contract by the Hirer which is accepted by the Supplier or pursuant to clause 8.3, without prejudice to any other rights or remedies of the Supplier, the Hirer shall pay to the Supplier on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Rental Period as well as reimbursing the Supplier in respect of all losses, costs, expenses or liabilities incurred by the Supplier as a result of such wrongful termination.

8.10. In the event that the Equipment is returned to the Supplier in a damaged, unclean or defective state, except when due to reasonable and fair wear and tear (as determined by the Supplier), the Hirer shall be liable to the Supplier for the cost of any repair and/or cleaning required to return the Equipment to a condition fit for re-hire in the reasonable opinion of the Supplier as well as any losses, costs, expenses or liabilities incurred by the Supplier as a result of such Equipment being unavailable until such repairs and/or cleaning have been completed.

8.11. 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, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

8.12. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after its termination shall remain in full force and effect, including without limitation clauses 3, 8, 9 and 10.

9. General

9.1. Except as expressly provided in these terms and conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

9.2. To the extent that the “Hirer” comprises more than one person, both such persons shall be jointly and severally liable under the Contract.

9.3. 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.

9.4. 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. The parties shall negotiate in good faith to amend any such invalid, illegal or unenforceable provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

9.5. The Contract is personal to the Hirer who shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without prior written consent of the Supplier.

9.6. The Hirer is deemed to have relied solely on its own skill and judgement as to the suitability for any purpose of the Equipment.

9.7. Any notice or other communication given to a party under or in connection with the Contract shall be by email and shall be delivered to the email address notified by the other party. Notices shall be deemed received at the time of successful transmission.

9.8. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract (except payment obligations) 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, after which period the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

9.9. Each party undertakes that it shall not at any time during the Rental Period and for a period of two years after termination of this Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract (ensuring that such employees, officers, representatives or advisers comply with this clause); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

10. Governing Law and Jurisdiction

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

Your attention is particularly drawn to the exclusions and limitations of liability at Condition 8.

1. DEFINITIONS AND INTERPRETATION

In these Conditions:

1.1 the following words and expressions have the following meanings and, in addition, any words and expressions defined in any Condition will have the same meaning when used in any other Condition:

“Business Day”	a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales
“Cross Rental Services Group Company”	any of the following companies: Acclimatise Ltd (Co. No. 05363864) registered address: Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ All Seasons Hire Ltd (Co. No. 05876373) registered address: Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ Cross Rental Ltd (Co. No. 11101652) registered address: Unit 9, Harewood Farm, London Road, Andover Down, Andover, England, SP11 6LJ
“Goods”	means the goods set out in your Order
“Liability”	liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence
“Order”	your order for the supply of goods by us
“Prices”	the prices for the Goods set out in our quotation
“us/we”	he applicable Cross Rental Services Group Company hiring the Equipment to the Hirer, including its employees, directors or authorised representatives
“you”	the person named as the customer in the Order

1.2 all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;

1.3 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

1.4 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time; and

1.5 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

2. CONTRACT FORMATION

2.1 Any quotation given by us will be valid for a period of seven days from and including its date, and will constitute an invitation to treat and not an offer.

2.2 The Order constitutes an offer by you to purchase the Goods from us on these Conditions. A contract for the supply of Goods by us to you on these Conditions will be formed when we accept the Order. For the avoidance of doubt, we are under no obligation to accept the Order.

2.3 These Conditions are the only terms and conditions on which we will supply goods to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.

2.4 Delivery will be deemed conclusive evidence of your acceptance of these Conditions.

3. THE GOODS

3.1 We will be entitled at any time to:

3.1.1 vary the design, finish or Specification of Goods; and/or

3.1.2 substitute any materials or parts which are used in Goods and which are unavailable for any reason with alternative materials or parts to the extent that:

3.1.3 this does not materially affect their quality or performance; or

3.1.4 this is necessary to comply with any health and safety or other legal requirements.

3.2 With the exception of the Specification, all samples, drawings, descriptive and illustrative matter and advertising issued or published by us (or the manufacturer of the Goods) whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant Good.

3.3 The Contract is not a sale by sample.

5. PASSING OF RISK AND RETENTION OF TITLE

5.1 Risk of damage to or loss of the Goods will pass to you on Delivery.

5.2 Legal and beneficial ownership of the Goods will not pass to you until we have received in full in cleared funds:

5.2.1 all sums due to us in respect of the Goods; and

5.2.2 all other sums which are or which become due to us from you on any account whatsoever.

5.3 Until ownership of the Goods has passed to you, you will:

5.3.1 hold the Goods on a fiduciary basis as our bailee;

5.3.2 store the Goods (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property;

5.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

5.3.4 not, without our prior written consent, annex any Goods to your premises;

5.3.5 maintain the Goods in satisfactory condition; and

5.3.6 keep the Goods insured for their full price against damage or loss on an “all risks” basis with insurers approved by us, (acting reasonably), ensure that our interest in them is noted on the relevant insurance policy and that we are named as loss payee in respect of the Goods, whenever requested by us produce a copy of the policy of insurance in respect of the Goods to us, do nothing and not omit to do anything which in consequence permits any insurer to refuse to indemnify you in full in accordance with the terms of any insurance policy maintained in respect of the Goods in respect of any claim made under any such insurance policy and procure that any insurance proceeds received in respect of lost or damaged Goods are paid to us, to the extent required to satisfy your indebtedness to us.

5.4 You may use and resell the Goods in the ordinary course of your business before ownership has passed to you, provided that you will be permitted to make sales solely on the following conditions:

5.4.1 any sale will be effected at full market value;

5.4.2 any sale will be a sale of your property on your own behalf and you will deal as principal when making such a sale;

5.4.3 you will hold such part of the proceeds of sale as represents the amount owed by you to us in trust for us and will account to us accordingly; and

5.4.4 you will include a retention of title clause in the form of this Condition 5 in your sale contract with your customer.

5.5 Your right to possession, use and resale of the Goods will terminate immediately if, before ownership of the Goods passes to you in accordance with Condition 5.2:

5.5.1 you have a receiver, administrator or provisional liquidator appointed; are subject to a notice of intention to appoint an administrator; pass a resolution for your winding-up; have a winding up order made by a court in respect of you; enter into any composition or arrangement with creditors; or cease to carry on business; or have any steps or actions taken in connection with any of these procedures;

5.5.2 you fail to pay any sum due to us under the Contract on or before the due date or you are in breach of any of your obligations under the Contract or any other contract between us and you; or

5.5.3 the Contract expires or terminates for any reason.

5.6 We will be entitled to recover payment for the Goods (including by way of an action for the price) notwithstanding that ownership of any of the Goods has not passed from us.

5.7 You grant, and will procure that the owner of any relevant third party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.

5.8 If your right to possession, use and resale of the Goods terminates in accordance with Condition 5.5, we will be entitled to issue you with a credit note for all or any part of the price of the Goods together with value added tax thereon.

5.9 Our rights contained in this Condition 5 will survive expiry or termination of the Contract however arising.

6. PRICE AND PAYMENT

6.1 You will pay the Prices to us in accordance with this Condition 6.

6.2 The Prices are exclusive of packaging, insurance, carriage and delivery costs which will be payable by you in addition to the Prices.

6.3 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.

6.4 We will be entitled to invoice you for the Prices for the Goods and any packaging, insurance, carriage and delivery costs payable by you in addition to the Prices.

6.5 Each invoice will be payable by you on presentation of the invoice. All payments will be made in pounds sterling in cleared funds.

6.6 Notwithstanding any purported contrary appropriation by you, we will be entitled, by giving written notice to you, to appropriate any payment by you to any invoice issued by us.

6.7 If any sum payable under the Contract is not paid on or before the due date for payment we will be entitled to charge you interest on that sum at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis.

6.8 If you fail to make any payment due to us under the Contract or any other contract between you and us on or before the due date we will be entitled to withhold Delivery or further deliveries of Goods and to suspend provision of any other goods or services until payment of all overdue sums has been made. We shall not be liable for any losses you may incur as a result of our withholding delivery or suspending provision of other goods or services.

6.9 If you fail to make any payment due to us under the Contract on or before the due date or if any of the events or circumstances set out in Condition 5.5 occur all invoices issued will immediately become due and payable.

6.10 Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by you to us under the Contract will be made in full and without any set-off or any deduction or withholding including on account of any counterclaim.

7. WARRANTY

The Conditions contain the full extent of our obligations and liabilities in respect of the supply of the Goods. 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 Conditions. Any condition, warranty or other term concerning the Goods which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.

8. EXCLUSIONS AND LIMITATIONS OF LIABILITY

Your attention is particularly drawn to this Condition.

8.1 Subject to Condition 8.4 , our maximum aggregate Liability will be limited to the Price paid.

8.2 We will have no Liability to you for any:

8.2.1 loss of profit (whether direct, indirect or consequential);

8.2.2 loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);

8.2.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);

8.2.4 loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);

8.2.5 liability that you have to third parties (whether direct, indirect or consequential); or

8.2.6 indirect, consequential or special loss, subject always to Condition 8.4.

8.3 We will not be in breach of the Contract or otherwise liable to you for any failure to perform or delay in performing our obligations under the Contract to the extent that such failure or delay is due to any event or circumstance beyond our reasonable control.

8.4 Nothing in the Contract will operate to exclude or restrict one party’s Liability (if any) to the other:

8.4.1 for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);

b for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or

8.4.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

8.5 Any of our Liability which falls within Condition 8.4 will not be taken into account in assessing whether the financial limit in Condition 8.1 has been reached.

9. YOUR OBLIGATIONS

9.1 You will:

9.1.1 provide us with all such information and assistance as we may require from time to time to perform our obligations under the Contract;

9.1.2 not re-package the Goods or remove or alter any trade marks, patent numbers, serial numbers or other identifying marks on the Goods or their packaging or add any other trade marks, patent numbers, serial numbers or other identifying marks to the Goods or their packaging; and

9.1.3 not alter or modify the Goods in any way;

9.2 You will comply with our instructions in connection with any product recall initiated by us involving the Goods (or any of them).

9.3 Notwithstanding any other term of the Contract we will not be in breach of the Contract to the extent our failure to perform or delay or defect in performance of its obligations under the Contract arises as a result of:

9.3.1 any breach by you of your obligations contained in the Contract;

9.3.2 us relying on any incomplete or inaccurate data provided by a third party; or

9.3.3 us complying with any instruction or request by you or one of your employees.

9.4 For the avoidance of doubt, should you seek to cancel an Order that has already been accepted by us then you shall be liable for any costs incurred by us including any costs incurred in manufacturing or ordering parts or equipment from our suppliers.

10. TERMINATION

10.1 If you commit a material breach of the Contract we may terminate the Contract immediately by giving written notice to that effect to you.

10.2 We may terminate the Contract immediately by giving written notice to that effect to you if any of the events or circumstances set out in Condition Error! Reference source not found. occur. You will notify us immediately upon the occurrence of any such event or circumstance.

10.3 If an event or circumstance which gives rise to relief from liability under Condition 8.3 continues for a period of more than 28 days, either party will be entitled to terminate the Contract immediately by giving written notice to that effect to the other party.

10.4 Following expiry or termination of the Contract:

10.4.1 any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract will continue in force; and

10.4.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.

10.5 Within 28 days after the date of expiry or termination of the Contract each party will, subject to the exception set out in Condition 10.6,

10.5.1 return to the other party all Confidential Information (including all copies and extracts) of the other party in its possession or control; and

10.5.2 cease to use the Confidential Information of the other party.

10.6 Each party may retain any Confidential Information of the other party which it has to keep to comply with any applicable law or which it is required to retain for insurance, accounting or taxation purposes. Condition 11 will continue to apply to retained Confidential Information and Records.

11. CONFIDENTIALITY

11.1 Confidential Information” means any information (whether written, oral, in electronic form or in any other media) that:

11.1.1 is disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Contract and that relates (in whole or in part) to the Discloser or its business; and/or

11.1.2 relates to the terms of the Contract, but excluding any information that falls within the exclusions set out in Condition 11.4.

11.2 The Recipient will:

11.2.1 keep the Confidential Information secret, safe and secure and will only disclose it in the manner and to the extent expressly permitted by the Contract; and

11.2.2 use the Confidential Information only to the extent necessary for the performance of its obligations under the Contract.

11.3 The Recipient may disclose Confidential Information:

11.3.1 to such of its officers and employees and, agents and sub-contractors, who need access to that Confidential Information for the purpose of complying with its obligations under the Contract;

11.3.2 to its legal and tax advisors for the purpose of obtaining legal or tax advice; and

11.3.3 to the extent required by applicable law or a court of competent jurisdiction or the rules of any listing authority, stock exchange, the Panel on Takeovers and Mergers or a regulatory authority.

11.4 The Recipient’s obligations under this Condition 11 will not extend to Confidential Information which the Recipient can prove:

11.4.1 has ceased to be secret without default on the Recipient’s part;

11.4.2 was already in the Recipient’s possession prior to disclosure by or on behalf of the Discloser;

11.4.3 has been received from a third party who did not acquire it in confidence and who is free to make it available to the Recipient without limitation; or

11.4.4 at the time of disclosure was in the public domain or subsequently enters into the public domain without default of the Recipient.

12. NOTICE

12.1 Any notice or other communication given under or in connection with the Contract will be in writing, in the English language and:

12.1.1 sent by pre-paid first class post to the relevant party’s address;

12.1.2 delivered by hand to the relevant party’s address; or

12.1.3 sent by email to the relevant party’s email address as shall be advised from time to time.

12.2 Any notice or communication given in accordance with Condition 12.1 will be deemed to have been served:
12.2.1 if given as set out in Condition

12.1.1, at 9.00 a.m. on the second Business Day after the date of posting;

12.2.2 if given as set out in Condition 12.1.2, at the time the notice or communication is delivered; and

12.2.3 if given as set out in Condition

12.1.3, at the time of electronic confirmation of receipt from the relevant party’s email address.

12.3 This Condition 12 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

13. GENERAL

13.1 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

13.1.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract;

13.1.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract will be for breach of contract; and

13.1.3 nothing in this Condition 13.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

13.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

13.3 If any term of the Contract (including any exclusion from, or limitation of, liability) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.

13.4 No variation to the Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.

13.5 The parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

13.6 Our rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.

14. GOVERNING LAW AND JURISDICTION

14.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.

14.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations)

PURCHASING TERMS AND CONDITIONS

1. INTERPRETATION

1 .1 In these Conditions of Purchase:
‘Conditions of Purchase’ means the terms and conditions set out in this document together with, as appropriate, any other terms or conditions incorporated into the Purchasing Agreement (if any) by express written agreement between the Customer and the Supplier
‘Customer’ means the Cross Rental Services group company set out in the Purchasing Agreement
‘Delivery Address’ means the delivery address stated on the Purchase Order
‘Goods’ means the goods (if any) set out in the Purchasing Agreement
‘Initial Term’ means the initial term (if any) set out in the Purchasing Agreement
‘Order / Purchase Order’ means an order of Goods or Services by the Customer
‘Order Number’ means the Purchase Order number as stated on the Purchase Order
‘Purchasing Agreement’ means the Conditions of Purchase together with the specific conditions set out in the Specification. In the event of any conflict between the Conditions of Purchase and the Specification, the latter shall apply
‘Services’ means the services (if any) set out in the Purchasing Agreement
‘Specification’ means the specification of Goods or Services set out in the Purchasing Agreement
‘Supplier’ means the person, firm or company identified as supplier in the Purchasing Agreement

1.2 The headings in these Conditions of Purchase are for convenience only and shall not affect their construction.

2. AGREEMENT TO PURCHASE

2.1 The Order constitutes an offer by the Customer to purchase the Goods and/or the Services subject to these Conditions of Purchase. Dispatch or delivery of the Goods, or the commencement of supply of the Services by the Supplier shall constitute the Supplier’s acceptance of these Conditions of Purchase.

2.2 These Conditions of Purchase or, as appropriate the terms of the Purchasing Agreement shall prevail to the exclusion of any other terms and conditions on which any quotation has been given to the Customer or other variation and no variation of the Conditions of Purchase, Order or Purchasing Agreement shall be binding unless made by explicit written agreement between the Customer and the Supplier.

2.3 The Purchasing Agreement shall commence on the later of the Commencement Date (if any) stated on the Purchase Order; the date of despatch of goods; and the commencement of supply of the Services and shall continue in full force and effect unless and until terminated in accordance with clause 9.

3. PRICE AND PAYMENT

3.1 The price of the Goods and/or the Services shall be as stated in the Order and, unless otherwise so stated, shall be exclusive of value added tax (which shall be payable by the Customer subject to receipt by the Customer of a value added tax invoice) and inclusive of all charges for packaging, packing, carriage, insurance, and delivery of the Goods to the Delivery Address and any other duties or imposts other than value added tax unless expressly excluded.

3.2 The Customer shall be entitled to set off any sum due by it to the Supplier against any sum due to the Customer by the Supplier.

3.3 Payment shall fall due on the last day of the calendar month following the month of receipt of a valid and undisputed invoice unless otherwise stated in the Order.

4. INSPECTION AND TESTING

This clause shall apply to the supply of Goods

4.1 The Supplier shall permit the Customer or the Customer’s authorised representative to inspect and test the Goods at any time during manufacture, processing or storage. The Supplier shall at the request of the Customer, supply to the Customer a copy of the Supplier’s test sheets certified by the Supplier to be a true copy.

4.2 If, as a result of such inspection or testing, the Customer is of the opinion that the Goods do not comply with the Specification or are unlikely on completion of manufacture or processing so to comply, upon the Customer so informing the Supplier, the Supplier shall immediately take such steps as may be necessary to enable the Supplier to comply with the Specification.

4.3 For the avoidance of doubt such inspection or right to inspect on the part of the Customer shall not constitute acceptance or approval by the Customer.

5. DELIVERY / PERFORMANCE

5.1 Goods shall be delivered and Services shall be performed on the date or within the time period stated in the Order at the Delivery Address or as may be directed by the Customer. Where the date of delivery of the Goods or of performance of the Services is not specified in the Order, the Supplier shall give the Customer reasonable notice of the date thereof and shall not perform their duties under this Order until the Customer have confirmed that the date of performance is acceptable.

5.2 The Supplier shall give the Customer in good time any instruction or information required to enable the Customer to take delivery of the Goods and performance of the Services.

5.3 The Customer shall be entitled to reject any Goods delivered which are not in accordance with the Specification and shall not be deemed to have accepted any Goods until the Customer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. In the event of any failure on the part of the Supplier to supply Goods or Services of the quality, in the quantity and to the time specified, the Customer shall be entitled to:

5.3.1 reject, and to require the Supplier to replace, at no charge, any such Goods, or repeat the Services as applicable;

5.3.2 (in the case of partial delivery of the Goods) accept those Goods that have been delivered in partial delivery and cancel the order for the remaining Goods in which case the Supplier shall provide a credit note or refund in respect of the outstanding Goods not delivered; or

5.3.3 reject and obtain equivalent Goods or Services from an alternative source and the Supplier undertakes to reimburse the Customer for any reasonable additional costs incurred in so doing.

5.4 Time of delivery of the Goods and of performance of the Services shall be of the essence of the Purchasing Agreement.

5.5 Any extension of time for delivery or performance must be agreed in advance between the Customer and the Supplier in writing. If time is so extended, time as extended shall be of the essence of the Purchasing Agreement.

5.6 If the Goods are to be delivered or the Services are to be performed by instalments, the Purchasing Agreement will be treated as a single contract and not severable.

5.7 Delivery shall not be effected until the Goods have been unloaded and (if relevant) the Services have been performed and accepted in writing by an authorised officer, employee, or representative of the Customer.

5.8 The Order Number must be quoted on all correspondence relating to the Order. A delivery or advice note must accompany all Goods dispatched to the Delivery Address. Goods or Services not accompanied by a delivery or advice note may be refused.

6. TITLE AND RISK

This clause shall apply to the supply of Goods

6.1 Title in the Goods shall pass to the Customer upon delivery unless payment is made prior to delivery in which case it shall pass to the Customer once payment has been made and the Goods have been appropriated to the Purchasing Agreement.

6.2 Risk of damage to or loss of the Goods supplied shall pass to the Customer upon delivery in accordance with the Purchasing Agreement.

6.3 The Supplier shall insure the Goods to their full value against all risks of damage or loss prior to completion of delivery by whomsoever effected.

7. WARRANTIES AND LIABILITIES

7.1 The Supplier warrants to the Customer that Goods will:

7.1.1 be of satisfactory quality and fit for any purpose made known to the Supplier by the Customer;

7.1.2 be free from defects in design, material and workmanship;

7.1.3 correspond in quality, quantity and description with any specifications, stipulations or any other information contained in the Order; and

7.1.4 comply with all applicable regulations and other legal requirements concerning the manufacture, sale, packaging, carriage, packing, delivery or disposal of the Goods and the performance of the Services.

7.2 The Supplier warrants to the Customer that Services will be performed by appropriately qualified and trained personnel acting with due care and diligence and to the best industry standard.

7.3 The Supplier shall indemnify the Customer in full against all direct, indirect or consequential losses (which terms include, without limitation, loss of profit, loss of business, depletion of goodwill), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Customer as a result of or in connection with:

7.3.1 any breach of any warranty given by the Supplier in relation to the Goods or Services;

7.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by the Customer;

7.3.3 any act or omission of the Supplier or its employees, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and

7.3.4 the supply, delivery and installation of the Goods and the performance of the Services.

8. FORCE MAJEURE

8.1 Neither party shall be liable for any failure or delay in supplying the Goods or Services or in receiving or making use of the Goods or Services due to any event beyond the reasonable control of the parties (“Force Majeur Event”) including without limitation, acts of God, war, acts of terrorism, riot, civil commotion, malicious damage, fire, flood, storm or pandemic.

8.2 If either party Is prevented, hindered or delayed from or in performing any of its obligations under the Purchasing Agreement by reason of a Force Majeure Event, it shall within 2 days give written notice to the other party declaring the extent of the Force Majeure Event, the date of its commencement and the effects of the Force Majeure Event on its ability to perform its obligations under the Purchasing Agreement and if mutually agreed by the parties then the obligations of the party so affected shall thereupon be suspended for so long as the circumstances may continue.

8.3 A party affected by a Force Majeure Event is to use every reasonable effort to minimise the effects thereof and shall resume performance as soon as possible after the removal of such Force Majeure Event. If the period of non-performance exceeds fourteen (14) days from the receipt of the notice of the Force Majeure Event, the party whose performance has not been so affected may, by giving written notice, terminate the Purchasing Agreement forthwith.

9. TERMINATION & BREACH

9.1 In the case of any breach by the Supplier of any of its obligations under the Purchasing Agreement which is capable of remedy, the Customer shall serve a written notice on the Supplier specifying the nature of such breach and where such breach is remediable and the Supplier shall have failed to remedy such breach within the maximum period of fourteen (14) days from the date of service of such notice the Customer shall have the right to terminate the Purchasing Agreement with immediate effect.

9.2 In the case of a material breach, which is not capable of remedy, the Customer shall have the right to terminate the Purchasing Agreement with immediate effect.

9.3 The Supplier or the Customer may (without prejudice to any other rights or remedy of the other party) terminate the Purchasing Agreement by notice to take immediate effect if any of the following events occur in respect of the other:

a) The Supplier or the Customer makes or offers to make any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986); or

b) The Supplier or the Customer ceases or threatens to cease to carry on business or suspends or threatens to suspend all or substantially all of its operations (other than temporarily by reason of a strike) or suspends payments of its debts or becomes unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 where applicable) or commits any act of insolvency or bankruptcy; or

c) A petition or resolution for the making of an administration order for the bankruptcy, winding-up or dissolution of the Supplier or the Customer for the purposes of reconstruction or amalgamation of the solvent company is presented or passed; or

d) The Supplier or the Customer files a voluntary petition in bankruptcy or insolvency; or

e) A liquidator, trustee, supervisor, receiver, administrator, administrative receiver or encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Supplier or the Customer; or

f) There is a change of control of the Supplier.

9.4 If the Customer reasonably anticipates that any of the events mentioned in Clause 9.4 (a) to (f) above are about to occur in relation to the Supplier then the Customer shall be entitled to terminate the Purchasing Agreement immediately upon written notice at which point any sums payable by the Supplier to the Customer under the Purchasing Agreement shall become due and payable.

9.5 The Customer shall have the right to terminate the Purchasing Agreement at any time on one month’s written notice to expire on any date after the expiry of the Initial Term.

10. ASSIGNMENT AND CONTRACTING

10.1 The Supplier shall not assign, sub-contract or transfer or purport to assign, sub-contract or transfer any of its rights or obligations under the Purchasing Agreement without the prior written consent of the Customer.

10.2 Any consent given by the Customer to the Supplier under condition 10.1 shall not impose any duty on the Customer to enquire as to competency of any sub-contractor and the Supplier shall ensure that any subcontractor is competent and that performance of t the Purchasing Agreement is properly carried out.

10.3 The Customer shall have the right to assign, novate or otherwise dispose of any or all of its rights or obligations under the Purchasing Agreement in whole or in part provided that such assignment, novation or disposal shall not increase the burden of the Supplier’s obligations under the Purchasing Agreement.

11. INSURANCE

At all times during the term of the Purchasing Agreement, the Supplier shall take out and maintain adequate insurance policies to the value sufficient to meet its liabilities under or in connection with the Purchasing Agreement. Upon the Customer’s reasonable request the Supplier will provide the Customer with evidence that such insurance is in place.

12. CONFIDENTIALITY

During the term of the Purchasing Agreement and after termination or expiration of the Purchasing Agreement the terms of the Purchasing Agreement and any information concerning the business affairs of the one party which comes into the possession of the other party or any other contracted party under or pursuant to the Purchasing Agreement shall be confidential to the parties and shall not be disclosed to any outside party (save as required by any law, regulation or court order) or used other than for the purposes of the Purchasing Agreement without the prior written consent of the other party).

13. ANTI-CORRUPTION AND BRIBERY; MODERN SLAVERY AND HUMAN TRAFFICKING

13.1 The Supplier shall:

13.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

13.1.2 comply with all applicable laws, statutes, regulations relating to anti-trafficking and anti-slavery including but not limited to the Modern Slavery Act 2015;

13.1.3 not engage in any activity, practice or conduct which would constitute an offence under applicable laws if such activity, practice or conduct had been carried out in the UK;

13.1.4 have and shall maintain in place throughout the Term of the Purchasing Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and Modern Slavery Act 2015, to ensure compliance with the applicable laws, and will enforce them where appropriate;

13.1.5 promptly report to the Customer any breach of applicable laws.

13.2 Any breach of this Clause 13 by Supplier shall be deemed a material breach of the Purchasing Agreement.

14. GENERAL

14.1 No waiver by the Customer of any breach of the Purchasing Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.2 If any provision of these Conditions of Purchase is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions of Purchase and the remainder of the provision in question shall not be affected thereby.

14.3 Any notice required or permitted to be given by either party to the other 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.

14.4 The Purchasing Agreement shall be governed by English law. The Parties to the Purchasing Agreement submit to the exclusive jurisdiction of the English Courts.

0808 169 1919