CONDITIONS FORHIRE and sale

1.INTERPRETATION

1.1In these conditions the following words have thefollowing meanings:

“Charges” means the Supplier’s charges for the performanceof the Services;

”Contract” means a contract which incorporatesthese conditions and made between the Customer and the Supplier for the hire ofHire Goods and the sale of Products and/or the performance of Services;

“Customer” means the person, firm, company or otherorganisation hiring Hire Goods and/or purchasing Products and/or Services;

“Deposit” means any advance payment required by the Supplier inrelation to the Hire Goods which is to be held as security by the Supplier;

“Force Majeure” means any event outside a party’s reasonablecontrol including but not limited to acts of God, war, flood, fire, labourdisputes, strikes, sub-contractors, lock-outs, riots, civil commotion,malicious damage, explosion, terrorism, governmental actions and any othersimilar events;

“Hire Goods” means any machine, article, tool, and/or devicetogether with any accessories specified in a Contract which are hired to theCustomer by the Supplier;

“Hire Period” means the period commencing when the Customerholds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays)and ending upon the happening of any of the following events: (i) the physicalreturn 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/orliabilities;

“Price” means the Supplier’s price for the Products;

“Products” means any products which are sold to the Customerby the Supplier;

“Rental” means the Supplier’s charging rate for the hire ofthe Hire Goods from time to time during the Hire Period;

“Supplier” means Rapid Climate Control Limited (CompanyNumber: 1439934) and includes its employees, servants, agents and/or dulyauthorised representatives;

“Services” means the services and/or work (if any) to beperformed by the Supplier for the Customer in conjunction with the hire of HireGoods and/or sale of Products; and

“Third Party Hirer” means any third party to whom theCustomer may hire Hire Goods under clause 4.3.

2.BASIS OFCONTRACT

2.1Hire Goods are hired subject to them beingavailable for hire to the Customer at the time required by the Customer.  The Supplier will not be liable for any losssuffered by the Customer as a result of the Hire Goods being unavailable forhire where the Hire Goods are unavailable due to circumstances beyond theSupplier’s control.

2.2Where hire of the Hire Goods is to a Customerwho is an individual and the hire would be covered by the Consumer Credit Act1974 the duration of the Hire Period shall not exceed 3 months, after whichtime the Contract shall be deemed to have automatically terminated.  Accordingly the hire of any Hire Goods is notcovered by the Consumer Credit Act 1974.

3.PAYMENT

3.1The amount of any Deposit, Rental, Price and/orCharges shall be as quoted to the Customer or otherwise as shown in theSupplier’s current price list from time to time. Where a Deposit is requiredfor the Hire Goods it must be paid in advance of the Customer hiring the HireGoods. The Supplier may also require an initial payment on account of theRental in advance of the Customer hiring the Hire Goods and/or on account ofthe Charges in advance of the Supplier performing the Services.

3.2The Customer shall pay the, Deposit, Rental,Price and/or Charges and/or any other sums payable under the Contract to theSupplier at the time and in the manner agreed.The Supplier’s prices are, unless otherwise stated, exclusive of anyapplicable VAT and transport, loading and unloading, packaging and/or insurancecosts for which the Customer shall additionally be liable.

3.3Payment by the Customer on time under theContract is an essential condition of the Contract.  Payment shall not be deemed to be made untilthe Supplier has received either cash or cleared funds in respect of the fullamount outstanding.

3.4If the Customer fails to make any payment infull on the due date the Supplier may charge the Customer interest (both beforeand after judgment/decree) on the amount unpaid at the rate of 4% above thebase rate from time to time of the Supplier’s bank.

3.5The Customer shall pay all sums due to theSupplier under this Contract without any set-off, deduction, counterclaimand/or any other withholding of monies.

3.6The Supplier may set a reasonable credit limitfor the Customer and reserves the right to terminate or suspend the Contract ifallowing it to continue would result in the Customer exceeding its credit limitor the credit limit is already exceeded.

4.RISK OWNERSHIPAND INSURANCE

4.1Risk in the Hire Goods and/or Products will passimmediately to the Customer when they leave the physical possession or controlof the Supplier.  Risk in the Hire Goodswill not pass back to the Supplier from the Customer until the Hire Goods areback in the physical possession of the Supplier, even if the Supplier hasagreed to cease charging the Rental.

4.2Ownership of the Hire Goods remains at all timeswith the Supplier.  The Customer has noright, title or interest in the Hire Goods except that they are hired to theCustomer.  Ownership of the Productsremains with the Supplier until the Price, the Charges and all other monies dueto the Supplier in relation to the Products have been paid in full. 

4.3The Customer must not deal with the ownership orany interest in the Hire Goods at any time, save that the Customer may hire theHire Goods to third parties in the course of its business provided that suchhire is on terms no less strict on such third parties than these conditions areon the Customer.  The Customer must notdeal with the ownership or any interest in the Products until ownership of theProducts has passed to the Customer.  ‘Dealing’in this clause includes but is not limited to selling, assigning, mortgaging,pledging, charging, securing, hiring, withholding, exerting any right towithhold, disposing of and/or lending.

4.4The Supplier may require the Customer to insurethe Hire Goods on such reasonable terms and for such reasonable risks as theSupplier may specify.  Until ownership ofthe Products passes to the Customer, the Customer must insure the Products fortheir full price and against all risks to the reasonable satisfaction of theSupplier.  The proceeds of any suchinsurance that relate directly to the Hire Goods and/or Products shall be heldby the Customer in trust for the Supplier and be paid to the Supplier ondemand.  The Customer must not compromiseany claim in respect of the Hire Goods, Products and/or any associatedinsurance without the Supplier’s written consent.

4.5Until ownership of the Products passes to theCustomer, the Customer will hold the Products on a fiduciary basis as theSupplier’s bailee and must maintain the Products in satisfactory condition,separate from any other goods and/or equipment belonging to the Customer andclearly marked and identified as the Supplier’s property.

5.DELIVERYCOLLECTION AND SERVICES

5.1At the start of the Hire Period, the Customerwill collect the Hire Goods from the Supplier or the Supplier will deliver theHire Goods to the Customer at the date and/or time and in the manneragreed.  Save where Hire Goods arere-possessed by the Supplier, at the end of the Hire Period the Customer willreturn the Hire Goods to the Supplier or the Supplier will collect the HireGoods from the Customer at the date and/or time and in the manner agreed.

5.2The Customer will collect the Products from theSupplier or the Supplier will deliver the Products to the Customer at the dateand/or time and in the manner agreed. 

5.3If the Supplier agrees to deliver or collect theHire Goods and/or the Products it will do so at its standard delivery cost fromtime to time. 

5.4The date and/or time of delivery by the Supplierof Hire Goods and/or Products will not be of the essence and the Supplier willhave no liability for any delay in delivery of the Hire Goods and/or Products.

5.5If for any reason the Customer fails to acceptdelivery of or collect the Products and/or the Hire Goods, or the Supplier isunable to deliver the Products and/or Hire Goods on time because the Customerhas not provided appropriate instructions and/or documents, the Supplier may:

5.5.1despatch and/or store the Products at theCustomer’s expense and risk until despatch and/or collection; and/or

5.5.2treat the Hire Goods as returned into itspossession and the Hire Period as ended and the Customer agrees to indemnifyand keep indemnified the Supplier against all Liability the Supplier incurs inrelation to such Hire Goods.

5.6If the Supplier agrees to deliver Hire Goodsand/or Products directly to a Third Party Hirer, such Hire Goods and/orProducts shall be deemed delivered to the Customer upon delivery to that ThirdParty Hirer and the provisions of this clause 5shall apply accordingly.

5.7The Customer will allow and/or procure sufficientaccess to and from the relevant site and procure sufficient unloading space,facilities, equipment and access to utilities for the Supplier to carry out theServices and ensure that the site is properly prepared for the Services.

5.8If any Services are delayed, postponed and/orare cancelled due to the Customer failing to comply with its obligations theCustomer will be liable to pay the Supplier’s additional standard charges fromtime to time for such delay, postponement and/or cancellation unless the delayis due to a Force Majeure event.

6.HIRE GOODS

6.1The Customer shall:-

6.1.1not alter and/or interfere with the Hire Goodsor any part of them, take reasonable care of the Hire Goods and only use HireGoods for their proper purpose in a safe and correct manner in accordance withany operating and/or safety instructions supplied to the Customer;

6.1.2notify the Supplier immediately after anybreakdown, loss and/or damage to the Hire Goods and accident resulting indamage to other property and/or injury to any person;

6.1.3take adequate and proper measures to protect theHire Goods from theft, damage and/or other risks;

6.1.4permit the Supplier at all reasonable times andupon reasonable notice to inspect the Hire Goods;

6.1.5keep the Hire Goods at all times in itspossession and control and not remove the Hire Goods from the United Kingdomwithout the Supplier’s prior written agreement signed by a director of theSupplier;

6.1.6be responsible for the conduct and cost of anytests, examinations and/or checks of the Hire Goods that may be required unlessthe Supplier has agreed to provide them as part of any Services;

6.1.7not do or omit to do anything which will or mayinvalidate any policy of insurance for the Hire Goods;

6.1.8where the Hire Goods require fuel, oil and/orelectricity, ensure that the proper type and/or voltage is used and that theHire Goods are properly installed by a qualified and competent person;

6.1.9return the Hire Goods in good working order(fair wear and tear excepted) and in a clean condition together with alldocuments relating to the Hire Goods; and

6.1.10where it hires Hire Goods to a Third PartyHirer, ensure that the Third Party Hirer        complieswith these conditions as if the Third Party Hirer was the Customer.

6.2Allowance will be made in relation to the Rentalfor any non-use of Hire Goods due to breakdown caused by an inherent faultand/or fair wear and tear provided that the Customer informs the Supplierimmediately on breakdown.  The Customershall be responsible for any and all Liability (including loss of Rental)suffered by the Supplier arising from any breakdown of Hire Goods due to theCustomer’s negligence, misdirection and/or misuse of the Hire Goods.

6.3The Supplier will at its own cost carry out allroutine maintenance and repairs to the Hire Goods during the Hire Period includingall repairs required due to fair wear and tear and/or an inherent fault in theHire Goods.  The Customer will beresponsible for the cost of all other repairs necessary to Hire Goods duringthe Hire Period unless these are due to the negligence of the Supplier whilecarrying out routine maintenance and/or repairs.

6.4The Customer must not repair or attempt torepair the Hire Goods unless authorised to in writing by the Supplier.

6.5If the Hire Goods are returned in a damaged,unclean and/or defective state (fair wear and tear and/or an inherent fault inthe Hire Goods excepted), the Customer shall be liable to pay the Supplier thecost of any repair and/or cleaning required to return the Hire Goods to acondition fit for re-hire and to pay the Rental until such repairs and/orcleaning have been completed.

6.6The Customer will pay to the Supplier thereplacement cost of any Hire Goods which are lost, stolen, damaged beyondeconomic repair and/or rendered unusable during the Hire Period less any amountpaid to the Supplier under any policy of insurance taken out in accordance withthese conditions.

6.7The Customer shall pay the Rental up to andincluding the date it notifies the Supplier that the Hire Goods have been lost,stolen, damaged beyond economic repair and/or rendered unusable.  After that date and until the Supplier hasreplaced such Hire Goods the Customer shall pay, as a genuine pre-estimate oflost rental profit, two thirds of the Rental for such Hire Goods for thatperiod.  The Supplier shall use itsreasonable commercial endeavours to replace and/or repair such Hire Goods asquickly as possible using the monies paid to it under clause 6.6.

7.PRODUCTS

7.1The Customer confirms and agrees that it has notrelied on any statement, details and/or information which are not contained inthese conditions.

7.2The Supplier guarantees that the Products willbe free from defects in materials and/or workmanship for a period of 12 monthsfrom the date of delivery of the Products to the Customer, save that the Supplier shall be under no Liability inrespect of any:

7.2.1faults arising after risk in the Products haspassed which is caused by any subsequent damage not due to a defect in theProducts; and/or

7.2.2faults or defects caused by wilful damage,abnormal working conditions, failure to follow the Supplier’s instructions,misuse, alteration or repair of Products without the Supplier’s approval,improper maintenance or negligence on the Customer’s part or a third party’snegligence.

7.3The Supplier shall have no Liability to theCustomer under clause 7.2unless any defect is notified to the Supplier within 7 days of the defectbecoming apparent or suspected or when it should reasonably have become apparentto or suspected by the Customer.

7.4If any Products prove to be defective and arecovered by clause 7.2 then the Supplier shall at its sole option either repair,replace or refund such Products which will be the Customer’s sole remedy inrespect of such Products and the Customer agrees to comply with the Supplier’sreasonable instructions in relation to such Products.

7.5The Supplier shall have no Liability for missingProducts, non-delivery of Products and/or Products not in accordance with theContract unless notified of such by the Customer in writing within 7 days ofthe date of delivery or expected delivery.If the Supplier is so notified, its Liability shall be limited to therepair, replacement or refund of the Products at the Supplier’s sole optionwhich will be the Customer’s sole remedy in respect of such Products.

8.TERMINATION BYNOTICE

8.1Subject to clause 9,if the intended Hire Period has a fixed duration neither the Customer nor theSupplier may terminate the Contract before the expiry of that fixed periodunless they agree otherwise. 

8.2Subject to clause 9,if the intended Hire Period does not have a fixed duration either the Customeror the Supplier may terminate the Contract upon giving to the other an agreedperiod of notice, or if no period of notice is agreed no less than 14 daysnotice, that it wishes to return the Hire Goods into the Supplier’s possession orcollect the Hire Goods from the Customer (as the case may be) and that suchreturn or collection will be effected by the Customer or Supplier (as the casemay be) at the end of that period of notice, save that where the Hire Goods arerepossessed by the Supplier no such period of notice need be given by theSupplier and the Contract will terminate immediately on repossession of theHire Goods by the Supplier.

9.DEFAULT

9.1If the Customer:-

9.1.1fails to make any payment to the Supplier whendue;

9.1.2breaches the terms of the Contract and, wherethe breach is capable of remedy, has not remedied the breach within 14 days ofreceiving notice requiring the breach to be remedied;

9.1.3persistently breaches the terms of the Contract;

9.1.4provides incomplete, materially inaccurate or misleadingfacts and/or information in connection with the Contract;

9.1.5pledges, charges or creates any form of securityover any Hire Goods and/or Products or proposes to compound with its creditors,creates a trust deed for its creditors, applies for an interim moratorium inrespect of claims and/or proceedings, any distress/diligence, execution orother legal process is levied on any property of the Customer, has a BankruptcyPetition/Petition for Sequestration presented against it or the Customer takesor suffers any similar action in any jurisdiction;

9.1.6being a company, ceases or threatens to cease tocarry on business, enters into voluntary or compulsory liquidation, has areceiver, administrator or administrative receiver or in the Republic ofIreland an examiner appointed over all or any of its assets, any attachmentorder/arrestment is made against the Customer, any distress/diligence,execution or other legal process is levied on any property of the Customer orthe Customer takes or suffers any similar action in any jurisdiction;

9.1.7appears reasonably to the Supplier due to theCustomer’s credit rating to be financially inadequate to meet its obligationsunder the Contract; and/or

9.1.8appears reasonably to the Supplier to be aboutto suffer any of the above events;

then the Supplier shall have theright, without prejudice to any other remedies, to exercise any or all of therights set out in clause 9.2.

9.2If any of the events set out in clause 9.1 occurs then:-

9.2.1the Supplier may enter, without prior notice,any premises of the Customer (or premises of third parties with their consentwhich the Customer shall ensure is granted to the Supplier by any Third PartyHirer on the Supplier’s request) where Hire Goods and/or Products owned by theSupplier may be and repossess any Hire Goods and/or Products;

9.2.2the Supplier may immediately cancel, terminateand/or suspend without Liability to the Customer this and/or any other contractor part of such contract with the Customer; and/or

9.2.3all monies owed by the Customer to the Suppliershall immediately become due and payable.

9.3Any repossession of the Hire Goods and/orProducts shall not affect the Supplier’s right to recover from the Customer anymonies due under the Contract and/or any damages in respect of any breach whichoccurred prior to repossession of the Hire Goods and/or Products.

9.4Upon termination of the Contract the Customershall immediately:

9.4.1return the Hire Goods to, or make the Hire Goodsavailable for collection by, the Supplier as requested by the Supplier; and

9.4.2pay to the Supplier all arrears for Rentals,Price, Charges and any other sums payable under the Contract.

10.LIMITATIONS OFLIABILITY

10.1       Allwarranties, representations, terms, conditions and duties implied by lawrelating to fitness, quality and/or adequacy are excluded to the fullest extentpermitted by law.

10.2       Ifthe Supplier is found to be liable in respect of any loss or damage to theCustomer’s property the extent of the Supplier’s Liability will be limited tothe retail cost of replacement of the damaged property.

10.3       Anydefective Hire Goods and/or Products must be returned to or collected by theSupplier for inspection if requested by the Supplier before the Supplier willhave any Liability for defective Hire Goods and/or Products.   Only if that inspection confirms that theHire Goods and/or Products are defective, will the Supplier be responsible forthe costs of such return or collection.

10.4       TheSupplier shall have no Liability for additional damage, loss, liability,claims, costs or expenses caused or contributed to by the Customer’s use ofdefective Hire Goods, Products and/or Services after a defect has becomeapparent or suspected or should reasonably have become apparent to theCustomer.

10.5       TheSupplier shall have no Liability for defective Hire Goods, Products and/orServices where the defect has been caused or contributed to by the Customer tothe extent so contributed.

10.6       TheSupplier shall have no Liability to the Customer if any Rental, Price and/orCharges have not been paid in full by the due date for payment.

10.7       TheCustomer shall give the Supplier a reasonable opportunity to remedy any matterfor which the Supplier is liable before the Customer incurs any costs and/orexpenses in remedying the matter itself.If the Customer does not do so the Supplier shall have no Liability tothe Customer.

10.8       TheSupplier shall have no Liability to the Customer to the extent that theCustomer is covered by any policy of insurance arranged as a result of theContract and the Customer shall ensure that the Customer’s insurers waive anyand all rights of subrogation they may have against the Supplier.

10.9       TheSupplier shall have no Liability to the Customer for any:-

10.9.1consequential losses (including loss of profitsand/or damage to goodwill);

10.9.2economic and/or other similar losses;

10.9.3special damages and indirect losses; and/or

10.9.4business interruption, loss of business,contracts and/or opportunity.

10.10    TheSupplier’s total Liability to the Customer under and/or arising in relation toany Contract for Hire Goods shall not exceed 5 times the Rental and Charges (ifany) under that Contract or £1,000/€1250 whichever is the higher. To the extentthat any Liability of the Supplier to the Customer would be met by anyinsurance of the Supplier then the Liability of the Supplier shall be extendedto the extent that such Liability is met by such insurance.

10.11    TheSupplier’s total liability to the Customer under and/or arising in relation toany Contract for Products shall not exceed the total price for the Productsunder that Contract.  To the extent thatany liability of the Supplier to the Customer would be met by any insurance ofthe Supplier then the liability of the Supplier shall be extended to the extentthat such liability is met by such insurance.

10.12    Eachof the limitations and/or exclusions in this Contract shall be deemed to berepeated and apply as a separate provision for each of:

10.12.1Liability for breach of contract;

10.12.2Liability in tort/delict (including negligence);and

10.12.3Liability for breach of statutory and/or commonlaw duty;

except clause 10.10above which shall apply once only in respect of all types of Liability.

10.13    Nothingin this Contract shall exclude or limit the Liability of the Supplier for deathor personal injury due to the Supplier’s negligence nor exclude or limit anyother type of Liability which it is not permitted to exclude or limit as amatter of law.

10.14    TheCustomer agrees to indemnify and keep indemnified the Supplier in full againstall liability the Supplier incurs in connection with or arising out of anyclaim made by a Third Party Hirer against the Supplier where, had such claimsbeen made and any relevant loss incurred by the Customer, the Supplier wouldhave had no liability or limited liability to the Customer in respect of suchclaim under this clause 10.

11.GENERAL

11.1       Upontermination of the Contract clauses 3.3to 3.5inclusive, 4.1to 4.5inclusive, 6.1to 6.7inclusive, 7.2to 7.4inclusive, 10.1to 10.9inclusive, 11.3to 11.4inclusive and 11.7shall continue in full force and effect.

11.2       Eachhire of an item of Hire Goods and/or sale of a Product shall form a distinctContract which shall be separate to any other Contract relating to other HireGoods and/or Products.

11.3       TheCustomer shall be liable for the acts and/or omissions of its employees,agents, servants and/or subcontractors and for the acts and/or omissions of orevents occurring to any Third Party Hirer as though they were its own actsand/or omissions under this Contract.

11.4       TheCustomer agrees to indemnify and keep indemnified the Supplier against any andall Liability (including legal costs on a full indemnity basis) suffered by theSupplier and arising from or due to any breach of contract, anytortious/delictual act and/or omission and/or any breach of statutory dutyand/or common law by the Customer.

11.5       Nowaiver by the Supplier of any breach of this Contract shall be considered as awaiver of any subsequent breach of the same provision or any other provision.

11.6       Ifany provision is held by any competent authority to be unenforceable in wholeor in part the validity of the other provisions of this Contract and theremainder of the affected provision shall be unaffected and shall remain infull force and effect.

11.7       TheSupplier shall have no Liability to the Customer for any delay and/or nonperformance of a Contract to the extent that such delay is due to any ForceMajeure event.  If the Supplier isaffected by any such event then time for performance shall be extended for aperiod equal to the period that such event or events delayed such performance.

11.8       Allthird party rights are excluded and no third parties shall have any rights toenforce the Contract.  This shall notapply to any finance company with whom the Supplier has an outstanding financeagreement relating to the Hire Goods.Such finance company shall, subject to the Supplier’s consent, have theright to enforce the Contract as if they were the Supplier. 

11.9       TheContract is governed by and interpreted in accordance with the laws of Englandand Wales and the courts of England and Wales will have exclusive jurisdictionin relation to this Contract.

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