Registered in England No. 7776325. Registered Office: Unit 7, Lime Kilns Business Park, Lime Kilns Way, Hinckley, Leicestershire, LE10 3EL
Tel: 02476 933066 email: [email protected]
1. APPLICATION OF TERMS AND CONDITIONS
1.1. The Supplier shall sell and the Customer shall purchase or hire the Equipment or Services in accordance with any Proposals, quotation, online pricing or offer of the Supplier which is accepted by the Customer, or any order of the Customer which is accepted by the Supplier.
1.2. These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Proposal is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
(a) “Customer” means the person who accepts a quotation or offer of the Supplier for the hire of the Equipment or Services or whose order for the Equipment or Services is accepted by the Supplier;
(b) “Credit Account” means the Customer’s credit account, detailing Equipment and Services hired and sums owing to the Supplier;
(c) “Contract” means the contract for the hire of Equipment and/or Services under these Terms and Conditions;
(d) “Delivery Date” means the date on which the Equipment and/or Services are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
(e) “Proposal” means a statement of work, quotation or other similar document describing the Equipment and/or Services to be provided by the Supplier;
(f) “Services” means the services specified in the Proposal;
(g) “Equipment” means the Equipment (including any setup of the Equipment or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions; and
(h) “Supplier” means StageLogic Limited, a company registered in England under number 7776325 whose registered office is at Manor Court Chambers, Townsend Drive, Nuneaton, CV116RU.
(i) “Technician” means the employee(s) agent(s) or Subcontractor(s) of the Supplier.
2.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.3. a Schedule is a schedule to these Terms and Conditions; and
2.2.4. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
2.2.5. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4. Words imparting the singular number shall include the plural and vice versa.
2.5. References to any gender shall include the other gender.
3. BASIS OF HIRE
3.1. The Supplier’s employees or agents are not authorised to make any representations concerning the Equipment unless such representations are confirmed by the Supplier in writing. In entering into a Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2. No variation to these Terms and Conditions shall be binding unless agreed in writing between the Customer and the Supplier or their authorised representatives.
3.3. Any typographical, clerical or other accidental errors or omissions in any informational literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction with reasonable and acceptable limitation of liability on the part of the Supplier.
3.4. An order placed by the Customer may not be withdrawn, cancelled or altered without prior acceptance by the Supplier and will be subject to the provisions of clause 9.
3.5. No contract for the hire of the Equipment and/or Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be a contractual offer to hire the Equipment and/or Services or has accepted an order placed by the Customer by whichever is the earlier of: the Supplier’s written acceptance; delivery of the Equipment and/or Services; the Supplier’s invoice.
3.6. No order which has been accepted by the Supplier may be cancelled by the Customer except with the written agreement of the Supplier on the terms that the Customer shall indemnify the Supplier in full against any and all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
4. SUPPLY OF EQUIPMENT
4.1 The Supplier will endeavour to ensure that Equipment supplied for hire is in good order and condition and sound at the time of delivery to, or collection by the Customer but it shall be the responsibility of the Customer to ensure that the Equipment is fully suitable for the purpose for which it is supplied.
4.2 Where the Equipment is provided for hire, the Customer shall use or cause to be used the Equipment in a skilful and proper manner.
4.3 Where the Equipment is provided for hire the Customer shall, at his own expense, keep the Equipment in good and substantial repair and condition (except for fair wear and tear) and shall take all necessary precautions to ensure its safety and security.
4.4 Where Equipment is provided for hire the Customer will not open the outer case of the Equipment (if any) or of any item or part thereon, not interfere in any way with the equipment or the mechanism thereof or any nameplates or signs or serial numbers thereon and will not expose the Equipment to the elements (particularly to salt water, haze and spray) and will keep the Equipment protected in all respects.
4.5 Where Equipment is provided for hire, unless the same shall have been caused by the wilful default or misconduct of Technicians provided by the Supplier, any loss or damage to the Equipment including loss or damage caused by non familiarization or misuse of the same, is the sole responsibility of the Customer who will be charged with the cost of repair or the full replacement value of the Equipment as the case may be.
4.6 Where Equipment is provided for hire, the Customer must not repair or attempt to repair or request a third party to repair or attempt to repair the Equipment.
5.1. The price of the Equipment and/or Services shall be the price listed in the Proposal, contract or Customer order.
5.2. The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Equipment to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, but not limited to, any foreign exchange fluctuation, taxation, increase in the costs of labour or materials), any change in delivery dates, quantities or specifications for the Equipment which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
5.3. Any settlement discount specified by the Supplier in the Proposal will be allowed by the Supplier to the Customer in respect of Equipment and/or Services for which payment is received by the Supplier on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Customer to the Supplier are overdue and unpaid.
5.4. The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Equipment and/or Services, which the Customer shall be additionally liable to pay to the Supplier.
6. CREDIT ACCOUNTS
6.1. The Customer may apply for a Credit Account with the Supplier which shall enable the Customer to pay for the Equipment and/or Services after their supply to the Customer, subject to these Terms and Conditions.
6.2. The Supplier shall assess the Customer’s eligibility for a Credit Account taking action including, but not limited to, obtaining reports from credit reference agencies.
6.3. The Customer may hire Equipment and/or Services from the Supplier prior to the setting up of a Credit Account; however no credit shall be extended to the Customer by the Supplier unless and until the Credit Account has been set up.
6.4. The Credit Account shall be subject to a credit limit which shall not be exceeded, subject to any express written agreement to the contrary from the Supplier.
6.5. The Supplier shall monitor and record the Customer’s use of the Credit Account and their payment performance and reserve the right to alter and/or remove any credit limit without notice.
7.1. Payment shall be made in accordance with these Terms and Conditions.
7.2. Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer on or at any time after delivery of the Equipment and/or Services, unless the Equipment is to be collected by the Customer or the Customer wrongfully fails to take delivery of the Equipment, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection.
7.3 The full price shall be paid on placing of an order, unless otherwise agreed in writing between the Customer and Supplier.
7.4. Customers with approved credit accounts within limits shall pay all invoiced amounts within 30 days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract.
7.5. Receipts for payment will be issued upon request.
7.6. All payments shall be made to the Supplier as indicated in the invoice issued by the Supplier.
7.7. The Supplier shall have the right to charge interest on overdue accounts at the appropriate rate, pursuant to the Late Payment of Commercial Debts (Interest) Act (1998), at 8% above the Bank of England base rate until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). .
8.1. The Supplier will arrange delivery and collection at a cost specified on the Proposal or Contract.
8.2. If the Customer fails to take delivery of the Equipment or any part of it on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Equipment and/or Services to be delivered on the Delivery Date, the Supplier shall be entitled upon given written notice to the Customer to store or arrange for the storage of any Equipment and then notwithstanding the provision of sub-Clause 11.1 of these Terms and Conditions, risk in the Equipment shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges and travel and subsistence of Technicians arising from such failure.
9.1 In the event of cancellation of hire of Equipment and/or Services by the Customer, the Supplier reserves the right to make the following charges:
9.1.1 Less than 14 days notice – 50% of total period price.
9.1.2 Less than 7 days – 100% of total period price
9.2 If Equipment hired is not returned, or is not available for collection as agreed on the Proposal, the Supplier will charge daily at the agreed rate plus an additional 25%.
10. INSPECTION / SHORTAGE
10.1. Equipment supplied by the Supplier shall be fit to perform the manufacturers intended purpose and the Customer must ensure that he has had an opportunity of examining the equipment before accepting delivery thereof and therefore accepts that the equipment supplied is in good working order and performing to the manufacturers specifications unless demonstrated otherwise at the time by the customer.
10.2 In the event of a fault the Customer must notify the Supplier immediately.
10.3. The Supplier shall be under no liability for any damage or shortages that would be apparent on reasonable, careful inspection if the terms of this Clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Supplier within three Business Days of delivery detailing the alleged damage or shortage.
10.4. In all cases where defects or shortages are complained of the Supplier shall be under no liability in respect thereof unless an opportunity to inspect the Equipment is supplied to the Supplier before any use is made thereof or any alteration or modification is made thereto by the Customer.
10.5. Subject to the provisions of sub-Clauses 10.3 and 10.4, the Supplier shall make good any shortage in the Equipment and where appropriate repair or replace any Equipment damaged in transit as soon as it is reasonable to do so, and without additional cost to the Customer, but otherwise shall be under acceptable and reasonable limited liability arising from such shortage or damage.
11. RISK AND RETENTION OF TITLE
11.1. Risk of damage to or loss of the Equipment shall pass to the Customer:
11.1.1. in the case of Equipment to be delivered at the Supplier’s premises, at the time when the Supplier notifies the Customer that the Equipment is available for collection; or
11.1.2. in the case of Equipment to be delivered otherwise than at the Supplier’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Equipment, the time when the Supplier has tendered delivery of the Equipment.
11.2 Where Equipment is hired to the Customer, the legal and equitable title remains at all times with the Supplier.
11.3. Where Equipment is sold to the Customer, notwithstanding delivery and the passing of risk in the Equipment, or any other provision of these Terms and Conditions, legal and beneficial title of the Equipment shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Equipment.
11.4. Unless otherwise agreed in writing, it is the responsibility of the Customer to arrange adequate insurance cover for the Equipment and the customer must meet any claims by the Supplier in respect of loss or damage to the same against the customer in full. The Supplier reserves the right to insist that evidence of the same is provided for inspection by the Supplier. In the absence of such insurance cover the customer accepts full liability for loss or damage to the equipment.
11.5. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which is the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become immediately due and payable.
11.6. The Supplier reserves the right to repossess any Equipment in which the Supplier retains title without notice, should it become necessary to do so. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing Equipment in which the Supplier retains title.
11.7. The Customer’s right to possession of the Equipment in which the Supplier maintains legal and beneficial title shall terminate if:
11.7.1. The Customer commits or permits any material breach of his obligations under these Terms and Conditions;
11.7.2. The Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors;
11.7.3. The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
11.7.4. The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
The Contract may not be assigned by the Customer, but the Supplier may assign or sub-contract all or any or its rights or obligations.
13. LIMITATION OF LIABILITY
13.1 Subject to Clauses 8, 10 and 11, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
13.1.1 any breach of these Terms and Conditions;
13.1.2 any use made (including but not limited to modifications) or resale by the Customer of any of the Equipment, or of any product incorporating any of the Equipment; and
13.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Equipment Act 1979) are, other than those required by law or otherwise agreed in writing, excluded from these Terms and Conditions and from the Contract.
13.3 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
13.3.1 for death or personal injury caused by the Supplier’s negligence;
13.3.2 for fraud or fraudulent misrepresentation; or
13.3.3 for any other matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability.
13.4 Subject to sub-Clauses 14.2 and 14.3:
13.4.1 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the contract price; and
13.4.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
14. CONFIDENTIALITY, PUBLICATIONS AND ENDORSEMENTS
14.1 The Customer will regard as confidential the contract and all information obtained by the Customer relating to the business and/or products of the Supplier and will not use or disclose to any third party such information without the Supplier’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer’s default;
14.2 The provisions of this Clause 15 shall survive the termination of the Contract.
15. GENERAL PROVISIONS
15.1 The Customer undertakes to ensure installation and use of Equipment, and use of Services including the working environment for Technicians supplied within a Contract, complies with all statutory requirements and regulations as may be in force.
15.2. English law governs these Conditions and each Contract and the Parties agree to the exclusive jurisdiction of the English Courts