Terms and Conditions

Prices are subject to change without notice.

Prices are subject to VAT at the current rate.

Some of our products include free delivery, free installation and 1, 2, 3 or 5 years warranty - if you would like clarification on which products this is valid on please call us on 01785 247267 and we will be happy to help.

The material that appears on this website is for general information purposes only. While every care has been taken to ensure the accuracy, currency, reliability and completeness of the contents of this website, no warranty is given as to the accuracy, currency, reliability and completeness of the information provided. Barcare accepts no responsibility for loss or damage of any nature which may arise from reliance on information contained in this website or in relation to the products and services that are described.

 

Terms & Conditions of Sale
The customer's attention is drawn in particular to the provisions of clause 9. 1.
Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:

"Business Day" a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. "Conditions" the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.

"Contract" the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

"Customer" the person or firm who purchases the Goods from the Supplier.

"Force Majeure Event" has the meaning given in clause 10.

"Goods" the goods (or any part of them) set out in the Order.

"Order" the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

"Specification" any specification for the Goods, including any related plans and drawings that is agreed in writing by the Customer and the Supplier.

"Supplier" Barcare Supreme Ltd (registered in England and Wales with company number 03976299).

1.2 Construction. In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written does not include faxes but shall include emails.

2.       Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions, illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3.        Goods

3.1  The Goods are described in the Specification.

3.2                    The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

4.       Delivery

4.1   The Supplier shall ensure that:

4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant

Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.2 if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2                    The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.       Quality

5.1 The Supplier warrants that on delivery the Goods and for a period of 12 months from the date of delivery (in the case of Goods which are sold second hand by the Supplier, for a period of 3 months from the date of delivery) (“Warranty Period”) shall:

5.1.1 conform in all material respects with their description;

5.1.2 be free from material defects in design, material and workmanship; and 5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

5.2   Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3 the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the

Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6                    These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. 6.              Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

6.2.1 the Goods; and

6.2.2 any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall: 

6.3.1 hold the Goods on a fiduciary basis as the Supplier’s bailee; 

6.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; 

6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and 6.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.       Price and Payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the

Specification; or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3                    The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4 The price of the Goods is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5 The Supplier shall invoice the Customer for the Goods prior to delivery.

7.6 The Customer shall pay the invoice prior to delivery of the Goods (unless agreed otherwise in writing by the Supplier). Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment

("due date"), then the Customer shall pay interest on the overdue amount at the rate of whichever is the greater of (1) 10% per annum or (2) 4 % per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8.      Customer's Insolvency, Incapacity or Change of Control

8.1 If the Customer becomes subject to any of the events listed in clause 8.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

8.2  For the purposes of clause 8.1, the relevant events are:

8.2.1 the Customer 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) 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;

8.2.2 the Customer 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;

8.2.3 (being a company) 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 Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

8.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;

8.2.5 a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within 14 days;

8.2.6 (being a company) 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 Customer; 8.2.7 (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;

8.2.8 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the

Customer’s assets;

8.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1to clause 8.2.8 (inclusive);

8.2.10the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;

8.2.11the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

8.2.12(being an individual) the Customer 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; and 8.2.13there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001).

8.2.13Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9.       Limitation of Liability

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for: 

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

9.1.4 defective products under the Consumer Protection Act 1987; or

9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2    Subject to clause 9.1:

9.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 

9.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount payable by the Customer to the Supplier under the Contract.

10.     Force Majeure

The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11.     General

11.1 Assignment and subcontracting.

11.1.1The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or

11.1.2any of its rights or obligations under the Contract.

11.1.3The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 Notices.

11.2.1Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

11.2.2A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.

11.2.3The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.3 Severance.

11.3.1If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

11.3.2If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.4Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.5Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.7Governing 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

11.6Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.

 

Terms & Conditions of Hire
The Lessee’s attention is drawn in particular to the provisions of clause 8.

 

1. Interpretation 1.1 Definitions

 

In these Conditions the following definitions apply:

 

"Business Day" a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

 

"Commencement Date" the date that the Lessee takes Delivery of the Equipment.

 

“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6

 

“Contract” the contract between the Lessor and the Lessee for the hire of the Equipment in accordance with these Conditions.

 

"Delivery" the transfer of physical possession of the Equipment to the Lessee at the Site.

 

"Equipment" the items of equipment listed in the Order and all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.

 

“Lessee” the person or firm who hires the Equipment from the Lessor.

 

“Lessor” Barcare Supreme Limited registered in England and Wales under number 03976299.

 

“Order” the Lessee’s order for the hire of the Equipment as set out in the Lessee’s order form, the Lessee’s written acceptance of the Lessor’s quotation, or overleaf as the case may be.

 

"Site" the Lessee’s premises as set out in the Order.

 

"Rental Payments" the payments made by or on behalf of Lessee for hire of the Equipment.

 

"Rental Period" the period of hire as set out in clause 3.

 

"Total Loss" due to the Lessee’s default the Equipment is, or in the Lessor’s reasonable opinion or the opinion of its insurer(s) is, damaged beyond repair, lost, stolen, seized or confiscated. 1.2 Construction

 

In these Conditions the following rules apply:

 

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

 

1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

 

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

1.2.5 A reference to writing or written does not include faxes but shall include emails.

 

2.       Equipment Hire

 

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Lessee seeks to impose or incorporate, or which are implied by trade, custom or practice or course of dealing.

 

2.2 The Order constitutes an offer by the Customer to hire the Equipment in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

 

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

 

2.4 The Contract constitutes the entire agreement between the parties. The Lessee acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Lessor which is not set out in the Contract.

 

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions, illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Contract or have any contractual force.

 

2.6                    A quotation for the Equipment given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

 

2.7                    The Lessor shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Lessee’s quiet possession of the Equipment.

 

3.       Rental Period

 

The Rental Period starts on the Commencement Date and shall continue until the Contract is terminated in accordance with these Conditions.

 

4.       Rental Payments

 

4.1 The Lessee shall pay the Rental Payments to the Lessor monthly in advance in full and in cleared funds on the first day of the month and to the bank account nominated in writing by the Supplier. Time of payment is of the essence 4.2 The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee to the Lessor on receipt of a valid VAT invoice at the rate and in the manner from time to time prescribed by law.

 

4.3 All payments to be made by either party under the Contract shall be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.

 

4.4 If the Lessee fails to pay any Rental Payments or any other sums payable under the Contract by the due date for payment under the Contract then, without limiting the Lessor’s rights under clause 10.1, the Lessee shall pay interest on such sums for the period from and including the due date of payment up to the actual date of payment, whether before or after judgment. The interest shall be paid at whichever is the greater of (1) 10% per annum or (2) the rate of 4% per cent per annum above the base rate from time to time of Barclay’s Bank.

 

5.      Delivery and Installation

 

5.1 Delivery of the Equipment shall be made by the Lessor. The Lessor shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties. Title and risk shall transfer in accordance with clause 6 of these Conditions. Time of delivery is not of the essence.

 

5.2 The Lessor shall at the Lessee’s expense install the Equipment at the Site. The Lessee shall procure that a duly authorised representative of the Lessee shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Lessee has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by the Lessor, the Lessee’s duly authorised representative shall sign a receipt confirming such acceptance.

 

5.3 The Lessor may invoice the Lessee for the installation of the Equipment on or at any time after the completion of the installation.  The Lessee shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Lessor. Time of payment is of the essence.

 

5.4                    To facilitate Delivery and installation, the Lessee shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously.

 

6.      Title, Risk and Insurance

 

6.1 The Equipment shall at all times remain the property of the Lessor, and the Lessee shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the Conditions). 6.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on Delivery. The

 

Equipment shall remain at the sole risk of the Lessee during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Lessee ("Risk Period") until such time as the Equipment is redelivered to the Lessor. During the Rental Period and the Risk Period, the Lessee shall, at its own expense, obtain and maintain with a reputable insurer the following insurances:

 

6.2.1 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, and such other risks as the Lessor may from time to time nominate in writing;

 

6.2.2 insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Lessor 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

 

6.2.3 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Lessor may from time to time consider reasonably necessary and advise to the Lessee. 6.3 All insurance policies procured by the Lessee shall be endorsed to provide the Lessor with at least twenty (20) Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the Lessor’s request name the Lessor on the policies as a loss payee in relation to any claim relating to the Equipment. The Lessee shall be responsible for paying any deductibles due on any claims under such insurance policies.

 

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

 

6.5 If the Lessee fails to effect or maintain any of the insurances required under the Contract, the Lessor shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Lessee.

 

6.6 The Lessee shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Lessor and proof of premium payment to the Lessor to confirm the insurance arrangements. 7. Lessee’s Responsibilities

 

7.1  The Lessee shall during the term of the Contract:

 

7.1.1 ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions.

 

7.1.2 take such steps (including compliance with all safety and usage instructions provided by the Lessor) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

 

7.1.3 maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date;

 

7.1.4 make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of the Lessor. Title and property in all substitutions, replacements, renewals made in or to the

 

Equipment shall vest in the Lessor immediately upon installation;

 

7.1.5 keep the Lessor fully informed of all material matters relating to the Equipment;

 

7.1.6 keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without the Lessor’s prior written consent;

 

7.1.7 permit the Lessor or its duly authorised representative 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 shall grant reasonable access and facilities for such inspection;

 

7.1.8 not, without the prior written consent of the Lessor, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

 

7.1.9 not without the prior written consent of the Lessor, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Lessee shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Lessor against all losses, costs or expenses incurred as a result of such affixation or removal;

 

7.1.10not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Lessor in the Equipment and, where the Equipment has become affixed to any land or building, the Lessee must take all necessary steps to ensure that the Lessor 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 Lessor of any rights such person may have or acquire in the Equipment and a right for the Lessor to enter onto such land or building to remove the Equipment;

 

7.1.11not 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 Lessee shall notify the Lessor and the Lessee shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Lessor on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation; 7.1.12not use the Equipment for any unlawful purpose;

 

7.1.13ensure that at all times the Equipment remains identifiable as being the Lessor’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;

 

7.1.14deliver up the Equipment at the end of the Rental Period or on earlier termination of the Contract at such address as the Lessor requires, or if necessary allow the Lessor or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and

 

7.1.15not do or permit to be done anything which could invalidate the insurances referred to in clause 6.

 

7.2 The Lessee acknowledges that the Lessor shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees, agents and contractors, and the Lessee undertakes to indemnify the Lessor 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 Lessee to comply with the terms of the Contract.

 

8.       Warranty

 

8.1 The Lessor warrants that the Equipment shall substantially conform to its description, be of satisfactory quality and fit for any purpose held out by the Lessor. The Lessor shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself during the Rental Period including, at the Lessor’s sole discretion, replacing the Equipment, provided that:

 

8.1.1 the Lessee notifies the Lessor of any defect in writing within ten (10) Business Days of the defect;

 

8.1.2 the Lessor is permitted to make a full examination of the alleged defect;

 

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

 

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

 

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

 

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

 

9.       Limitation of Liability

 

9.1 Nothing in these Conditions shall limit or exclude the Lessor’s liability for: 

 

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

 

9.1.2 fraud or fraudulent misrepresentation;

 

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

 

9.1.4 defective products under the Consumer Protection Act 1987; or

 

9.1.5 any matter in respect of which it would be unlawful for the Lessor to exclude or restrict liability.

 

9.2    Subject to clause 9.1:

 

9.2.1 the Lessor shall under no circumstances whatever be liable to the Lessee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 

 

9.2.2 the Lessor’s total liability to the Lessee in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of sums payable by the Lessee under the Contract.

 

10.     Termination

 

10.1 Either party may terminate the Contract by giving to the other party no less than five (5) Business Days written notice.

 

10.2 The Lessor may, without prejudice to any other right or remedy which may be available to it, terminate the Contract immediately by notice to the Lessee if:

 

10.2.1the Lessee defaults in any of its payment obligations;

 

10.2.2the Lessee commits a material breach of the Contract of which breach is irremediable, or which breach (if remediable) is not remedied within ten (10) Business Days after the service of written notice from the Lessor requiring it to do so;

 

10.2.3the Lessee 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 is deemed unable to pay its debts within the meaning of section 123 of the

 

Insolvency Act 1986; or

 

10.2.4the Lessee 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; or

 

10.2.5a 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 Lessee; or

 

10.2.6an 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 Lessee; or

 

10.2.7the holder of a qualifying floating charge over the assets of the Lessee has become entitled to appoint or has appointed an administrative receiver;

 

10.2.8a person becomes entitled to appoint a receiver over the assets of the Lessee or a receiver is appointed over the assets of the Lessee; or

 

  1. 2.9a creditor or encumbrancer of the Lessee 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 Lessee’s assets and such attachment or process is not discharged within 14 days; or

 

10.2.10 any event occurs, or proceeding is taken, with respect to the Lessee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2.3 to clause 10.2.9 (inclusive); or 10.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

 

10.2.12 there is a change of control of the Lessee (as defined in section 574 of the Capital Allowances Act 2001).

 

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

 

10.4  Upon termination of the Contract, however caused:

 

10.4.1the Lessor’s consent to the Lessee’s possession of the Equipment shall terminate and the Lessor may, by its authorised representatives, without notice and at the Lessee’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

 

  1. 4.2without prejudice to any other rights or remedies of the Lessee, the Lessee shall pay to the Lessor on demand:

 

10.4.2.1 all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4;

 

10.4.2.2 any costs and expenses incurred by the Lessor in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

 

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

 

11.     Force Majeure

 

The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

 

12.     General

 

12.1 Assignment and subcontracting

 

12.1.1The Lessor may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

 

  1. 1.2The Lessee may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Lessor.

 

12.2 Notices

 

12.2.1Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, or email.

 

12.2.2A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

 

  1. 2.3The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

12.3 Severance

 

12.3.1If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

 

  1. 3.2If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

 

12.4 Waiver.

 

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

 

12.5 Third party rights.

 

A person who is not a party to the Contract shall not have any rights under or in connection with it.

 

12.6 Variation.

 

Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.

 

13.     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

 

(and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, 1

 

 

If you have a question about our products or services, please Call 01785 247 267 or

Email Us Now