1. Interpretations and Definitions
“Carrier” means the person, firm or organisation and its agents carrying the Equipment or collecting the Equipment on our behalf under any contract of carriage.
“Charges” means our charges for Hire or sale to you as set out in our quotation, order confirmation, or invoice.
“Collection” means our collection of the – Equipment froma you.
“Collection Note” means a form to be signed by an authorised representative of the supplier confirming Collection of the Equipment.
“Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the hire of Hire Goods and/or the sale of Products;
“Customer” means the person, firm, company or other organisation hiring Hire Goods;
“Delivery” means our delivery of the Equipment to the Premises or when you collect the Equipment from us.
“Delivery Note / Service Note” means a form to be signed by an authorised representative of both parties confirming Delivery of the Equipment or Service.
“Deposit” means any advance payment required by the Supplier in relation to the Hire Goods which is to be held as security by the Supplier;
“DOA” means Dead or Defective on Arrival;
“Documentation” means all manuals and instructions accompanying the Equipment including but not limited to manufacturer’s operating instructions.
“Equipment” means all or any equipment (including any part of parts of them) that we agree to rent to you as set out in the Order Confirmation.
“Force Majeure” means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events;
“Hire Goods” means any machine, article, tool, and/or device together with any accessories specified in a Contract which are hired to the Customer;
“Hire Period” means the period commencing when the Customer holds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events: (i) the physical return of the Hire Goods by the Customer into the Supplier’s possession; or (ii) the physical repossession or collection of Hire Goods by the Supplier;
“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Location” means the place where we have agreed you may store and or use the Equipment as set out in the Order Confirmation.
“Order” means your request for us to supply you with Equipment either by sale or hire whether written (electronically or otherwise) or verbally.
“Order Confirmation” means when we confirm our acceptance of your Order in writing.
“Premises” means the delivery and or hire address you have stipulated in the Order.
“Products” means the products sold to the Customer by the Supplier;
“Services” means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the hire of Hire Goods including any delivery and/or collection service for the Hire Goods.
“Supplier” means [CITY AUDIO VISUAL LIMITED] and will include its employees, servants, agents and/or duly authorised representatives;
“Website” means our website located at www.cityav.co.uk
“You“, “your” means the person, firm or organisation that places an Order with us.
2. Basis of the contract
2.1 Hire Goods are hired subject to them being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Hire Goods being unavailable for hire where the Hire Goods are unavailable due to circumstances beyond the Supplier’s control.
2.2 Where hire of the Hire Goods is to a Customer who is an individual and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly, the hire of any Hire Goods is not covered by the Consumer Credit Act 1974.
2.3 The Supplier shall provide the Equipment to you subject to, and in accordance with, these Conditions. The Supplier shall reserve the right to amend these Conditions from time to time, any such changes are effective immediately.
3. Order Acceptance and Cancellation
3.1 Any quotation given by the Supplier is only valid for a period of 30 Days from its date of issue.
3.2 Any Order you place will constitute an offer capable of acceptance by us. We will not be obliged to accept an Order and we reserve the right to refuse an Order without giving any reason.
3.3 Each Order if accepted by us shall constitute a separate severable contract.
3.4 The Customer may cancel an Order at any time prior to commencement of the Hire Period (which for the avoidance of doubt shall be deemed to begin when the Equipment is ready for collection or delivery) by giving us written notice. The Customer agrees that if they cancel an Order they are liable, at the supplier’s discretion, to pay to the supplier:
25 % of the Charges if you cancel within 1 week of delivery;
50% of the Charges if you cancel within 24 hours of delivery;
100% of the Charges if you cancel on delivery or during the hire period.
4.1 The amount of any Deposit for any Services shall be as quoted to the Customer. Where a Deposit is required it must be paid in advance of the supply or hire of equipment, goods or services.
4.2 The Customer shall pay the supplier on presentation of the supplier’s invoice and in accordance with the supplier’s terms as indicated on the invoice. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.
4.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
4.4 If the Customer fails to make any payment in full on the due date the Supplier reserves the right to charge the Customer interest on the amount unpaid at the rate implied by law under the
Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or at the Bank of England Base Rate whichever is higher. In addition, the supplier may take further action to recover the debt.
4.5 The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
4.6 The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
5.1 Risk, Ownership and Insurance – Hire
5.1.1 Risk of damage to or loss of Hire Goods shall pass to you on Delivery and remain with you throughout the Hire Period. You agree to insure the Hire Goods throughout the Hire Period for its full market replacement value and you agree to note our interest on such insurance cover. On request, you will supply us with written confirmation of such insurance cover.
5.1.2 Risk in the Hire will not pass back to the Supplier from the Customer until the Hire Goods are back in the physical possession of the Supplier. This shall apply even if the Supplier has agreed to cease charging the Hire.
5.1.3 The Customer must not deal with the ownership or any interest in the Hire Goods. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting
any right to withhold, disposing of and/or lending. However, the Customer may re-hire the Hire Goods to a third party with the prior written consent of the Supplier.
5.1.4 The Hirer shall notify the Company immediately of any event which may give rise to a claim under any insurance policy covering the Equipment and shall not agree the settlement of any claim without the agreement of the Company.
5.1.5 If the Hirer receives any insurance payments from any insurer, the Hirer shall instruct the insurer that such insurance payments received in respect of the Equipment shall be paid to the Company and the Hirer hereby irrevocably appoints the Company its agent to receive the money.
5.1.6 The Customer acknowledges and agree that we will test the returned Hire Goods and notify you within 72 hours of any additional Charges that have become due arising from loss or damage.
5.1.7 In the event that the Hire Goods are damaged or lost by reason of the Hirer or its agents’, servants’ or representatives’ wilful damage, negligence or lack of reasonable care, the Customer will pay the Supplier on demand the full market repair cost or such sum which equals the manufacturer’s then current list price for goods which at the time are the same as or the closest available equivalent to the Hire Goods.
5.1.8 You grant us, our agents and employees an irrevocable licence at any time to enter any Location where the Equipment is on hire or may be stored, in order to inspect it, or where the Hire Period has terminated to recover the Equipment.
5.2. Risk, Ownership and Insurance – Sale
5.2.1 Ownership of any Sale Products remains with the Supplier until all monies payable to the Supplier by the Customer for the Products have been paid in full.
5.2.2 Where the Customer’s right to possession has terminated, section 12.1, the Customer grants the Supplier, the Suppliers agents and employees an irrevocable licence at any time to enter any Location where the Equipment is, in order to recover the Equipment.
6. Delivery and Collection
6.1 It is the responsibility of the Customer to collect the Hire Goods from the Supplier and return them to the Supplier at the end of the Hire Period. If the Supplier agrees to deliver or collect the Hire Goods to and/or from the Customer, it will do so at its standard delivery cost and such delivery and/or collection will form part of the Services. Any indication the supplier may give as to the time of Delivery and/or Collection will be a good faith estimate only.
6.2 The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to utilities for the Supplier’s employees, subcontractors
and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence.
6.3 The Customer agrees to ensure that the required access to the Premises is provided upon the agreed date for Delivery and agrees to ensure that they have an authorised representative present on Delivery and/or Collection. If you fail to have an authorised representative present and/or fail to sign the Delivery Note, you will be deemed to have accepted the Equipment on Delivery.
6.4 If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation except where the Customer is acting as a consumer and the delay is due to a Force Majeure event.
6.5 We reserve the right to affect delivery by instalment in which case each instalment will be a separate contract.
6.6 Unless agreed otherwise in writing, Delivery shall not be deemed to include installation of the Equipment.
7.1 Where the Supplier provides Services the technician performing the Services are servants of the Customer and once the Customer instructs such person they are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions, guidance and/or advice except to the extent that the persons performing the Services are negligent.
8. Care of Hire Goods
The Customer shall:-
8.1 not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the
8.2 notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods;
8.3 take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks;
8.4 notify the Supplier of any change of its address and upon the Supplier’s request provide details of the location of the Hire Goods;
8.5 permit the Supplier at all reasonable times and upon reasonable notice to inspect the Hire Goods including procuring access to any property where the Hire Goods are situated;
8.6 keep the Hire Goods at all times in its possession and control and not to remove the Hire Goods from the country where the Supplier is located without the prior written consent of the Supplier;
8.7 be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions except to the extent that the Supplier has agreed to provide them as part of any Services;
8.8 not do or omit to do anything which the Customer has been notified will or may be deemed to invalidate any policy of insurance related to the Hire Goods;
8.9 not continue to use Hire Goods where they have been damaged and will notify the Supplier immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person;
8.10 where the Hire Goods require fuel, oil and/or electricity ensure that the proper type and/or voltage is used and that, where appropriate, the Hire Goods are properly installed by a qualified and competent person.
8.11 The Hire Goods must be returned by the Customer in good working order and condition (fair wear and tear excepted) and in a clean condition together with all insurance policies, licences, registration and other documents relating to the Hire Goods.
9.1 Allowance will be made in relation to the Rental to the Customer for any non-use of the Hire Goods due to breakdown caused by the development of an inherent fault and/or fair wear and tear on condition that the Customer informs the Supplier as soon as practicable of the breakdown.
9.2 The Customer shall be responsible for all expenses, loss (including loss of Rental) and/or
damage suffered by the Supplier arising from any breakdown of the Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods.
9.3 The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs which are required due to fair wear and tear and/or an inherent fault in the Hire Goods. The Customer will be responsible for the cost of all repairs necessary to Hire Goods during the Hire Period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Supplier while carrying out routine maintenance and/or repairs.
9.4 The Customer must not repair or attempt to repair the Hire Goods unless authorised to do so in writing by the Supplier.
10. Loss or Damage to the Hire Goods
10.1 If the Hire Goods are returned in damaged, unclean and/or defective state, except where due to fair wear and tear and/or an inherent fault in the Hire Goods, the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for re-hire and to pay the Rental, in accordance with the provisions of clause 10.3, until such repairs and/or cleaning have been completed.
10.2 The Customer will pay to the Supplier the replacement cost of any Hire Goods which are lost, stolen and/or damaged beyond economic repair during the Hire Period less the amount paid to the Supplier under any policy of insurance taken out in accordance with these conditions.
10.3 The Customer shall pay the Rental for the Hire Goods up to and including the date it notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair. From that date until the Supplier has replaced such Hire Goods the Customer shall pay, as a genuine pre-estimate of lost rental profit, a sum as liquidated damages being equal to two thirds of the Rental that would have applied for such Hire Goods for that period. The Supplier shall use its reasonable commercial endeavours to purchase replacements for such Hire Goods as quickly as possible using the monies paid under clause 10.2 above.
11. Suspension and Termination
11.1 If the Hire Period has a fixed duration, subject to the provisions of Section 12 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.
11.2 If the Hire Period does not have a fixed duration, then either of the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party any agreed period of notice. If
no period of notice has been agreed or specified, the Customer may terminate the Hire Period by the physical return of the Hire Goods to the Supplier.
11.3 The Supplier shall be entitled to terminate the hire of the Hire Goods by giving not less than 14 days’ notice to the Customer.
11.4 The Supplier may, in their absolute discretion, suspend any Delivery and/or terminate any Contract immediately on notice to the Customer if:-
11.4.1 The Customer is unable to pay their debts, or becomes insolvent, or are subject to a resolution for liquidation, administration, winding up or dissolution, or have a receiver or administrator appointed over all or any part of their assets or business, or if they cease or threaten to cease to carry on business, or you are subject to any equivalent or similar event or process in any jurisdiction; or
11.4.2 The Customer is in material breach of any of these Conditions and (if such breach is remediable) they fail to remedy such breach within thirty (30) days of being notified to do so; or
11.4.3 The Supplier deems that the Equipment is being used in an unsuitable environment such as is likely to cause damage to the Equipment; or
11.4.4 The Customer is in default with regards to the settlement of any and all Charges on any contracts, whether partly or wholly unfulfilled; or
11.4.5 The Supplier is unable to effect Delivery due to an event of Force Majeure.
11.5 Termination of any Contract between us shall not affect your liability to pay us any Charges due, such Charges become immediately due on termination. If on termination of any Contract we owe you any sums, we reserve the right to set off against such sums any outstanding Charges that you owe us.
11.6 In the event of termination, you agree that you will immediately (within a maximum of 24 hours from notification by us) return all Equipment, packaging, and Documentation at your own expense (except where Condition 11.2 applies, whereby we will arrange Collection at our expense), and in the same condition, subject to reasonable wear and tear, as when Delivery took place. You agree that where the Equipment is not returned within 24 hours, you will grant us a right of access to recover the Equipment ourselves at your expense.
12.1 If the Customer:-
12.1.1 fails to make any payment to the Supplier when due without just cause;
12.1.2 breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
12.1.3 persistently breaches the terms of the Contract;
10.1.4 provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
12.1.5 pledges, charges or creates any form of security over any Hire Goods or proposes to compound with its creditors, creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition/Petition for Sequestration presented against it or the Customer takes or suffers any similar action in any jurisdiction;
12.1.6 being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;
12.1.7 appears reasonably to the Supplier due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or
12.1.8 appears reasonably to the Supplier to be about to suffer any of the above events, then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 12.2 below.
12.2 If any of the events set out in clause 10.1 above occurs in relation to the Customer then:-
12.2.1 except where the Customer is acting as a consumer the Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Hire Goods and/or Products owned by the Supplier may be and repossess any Hire Goods and/or Products;
12.2.2 the Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;
12.2.3 the Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or
12.2.4 all monies owed by the Customer to the Supplier shall immediately become due and payable.
12.3 Any repossession of the Hire Goods and/or Products shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Hire Goods and/or Products.
12.4 Upon termination of the Contract the Customer shall immediately;
12.4.1 return the Hire Goods to the Supplier or make the Hire Goods available for collection by the Supplier as requested by the Supplier; and
12.4.2 pay to the Supplier all arrears for Rentals, Charges for any Services, monies for any Products and/or any other sums payable under the Contract
13. Limitations of Liability
13.1 All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.
13.2 If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property.
13.3 Any defective Hire Goods must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Hire Goods.
13.4 The Supplier shall have no Liability to the Customer if, without just cause, any monies due in respect of the Hire Goods and/or the Services have not been paid in full by the due date for payment.
13.5 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Hire Goods and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
13.6 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.
13.7 The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.
13.8 The Supplier shall have no Liability to the Customer for any:-
13.8.1 consequential losses (including loss of profits and/or damage to goodwill);
13.8.2 economic and/or other similar losses;
13.8.3 special damages and indirect losses; and/or
13.8.4 business interruption, loss of business, contracts and/or opportunity.
13.9 The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract shall not exceed 5 times the amount of the Rental and charges for Services (if any) under that Contract or the sum of £1,000/e1250 whichever is the higher. To the extent that any Liability of the Supplier to the Customer would be met by any insurance of the Supplier then the Liability of the Supplier shall be extended to the extent that such Liability is met by such insurance.
13.10 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:-
13.10.1 Liability for breach of contract;
13.10.2 Liability in tort/delict (including negligence); and
13.10.3 Liability for breach of statutory and/or common law duty; except clause 13.9 above which shall apply once only in respect of all the said types of Liability.
13.11 Nothing in this Contract shall exclude or limit the Liability of the Supplier for death or personal injury due to the Supplier’s negligence nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.
14.1 Upon termination of the Contract the provisions of clauses 4.2, 4.4, 4.5, 10.1, 10.2, 10.3 and Section 8 shall continue in full force and effect.
14.2 Each hire of an item of Hire Goods shall form a distinct Contract which shall be separate to any other Contract relating to other Hire Goods.
14.3 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.
14.4 The Customer agrees to indemnify and keep indemnified the Supplier against any and all 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 and arising from or due to any breach of contract, any tortious/delictual act and/or omission
and/or any breach of statutory duty by the Customer.
14.5 No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the
affected provision shall be unaffected and shall remain in full force and effect.
14.6 The Supplier shall have no Liability to the Customer for any delay and/or non performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is
affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
14.7 All third party rights are excluded and no third parties shall have any rights to enforce the Contract. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Goods. Such finance company shall, subject to the Supplier’s consent, have the right to enforce this Contract as if they were the Supplier. This Contract is governed by and interpreted in accordance with the law of the country where the Supplier is located and that country will have exclusive jurisdiction in relation to this Contract.