Terms and Conditions for Hire of Equipment and
Provision of Services
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in the Contract.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: (subject to clause 3.4) the fees payable by the Client for Equipment Hire, Labour Costs and Transport Costs, as set out in the Quotation, for the hire of the Equipment and the provision of the Services.
Contract: the contract for the hire of the Equipment and the provision of the Services as detailed in the following documents:
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this set of terms and conditions;
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the Quotation; and
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the Contract Confirmation.
Contract Confirmation: the confirmation, in writing or by email, given by the Supplier that it can provide the Services and or supply the Equipment as detailed in the Quotation.
Contract Date: the date the Supplier provides the Contract Confirmation.
Client: the party or parties identified in the Quotation as the Client
Client Event: the event(s) set out in the Quotation at which the Equipment will be used and or the Services will be provided.
Delivery: the completion of either a Dry Hire or a Delivery Hire.
Delivery Hire: the placing of the Equipment at the Client's disposal at the Site by the Supplier or any agent of the Supplier
Deposit: the deposit amount (if any) set out in the Quotation.
Dry Hire: the loading of the Equipment onto the Client’s vehicle at the Supplier’s premises or such other location as the Supplier has indicated the Equipment is available at.
Equipment: the items of equipment to be hired by the Client as listed in the Quotation, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it including all protective cases, crates and packaging that the Equipment is contained in].
Equipment Hire: the Fees that Supplier charges to the Client or the costs incurred by the Supplier (whether direct or indirect) in relation to the hire of the Equipment.
Estimation: the estimation (whether in writing or provided orally) of what Services need to be provided and what Equipment needs to be supplied to the Client and what the Charges will be for the provision of such Services and the supply of such Equipment.
Fees: the Supplier’s costs and charges, as amended from time to time, in relation to the hire of the Equipment and provision of the Services as provided to the Client wither either or both of the Estimation and the Quotation.
Labour: any person or persons used by the Supplier, whether or not directly employed, in relation to the transport of the Equipment to and from the Site and or in relation to the provision of the Services.
Labour Costs: the Fees charged by the Supplier to the Client or the costs incurred (whether direct or indirect) by the Supplier in relation to the work carried out by the Supplier’s Labour during the Rental Period in order to fulfil the Supplier’s obligations under the Contract.
Quotation: the quotation given by the Supplier detailing the Charges.
Rental Period: the period of hire as set out in the Quotation unless the Contract is terminated earlier in accordance with its terms.
Services: the services to be provided by the Supplier to the Client as detailed in the Quotation plus any further work agreed to be undertaken by the Supplier, whether or not agreed in writing.
Site: the premises identified in the Quotation
Supplier: Staging Services Limited
Total Loss: the Equipment is, in the Supplier's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
Transport Costs: the Fees charged by the Supplier to the Client or the costs incurred (whether direct or indirect) by the Supplier in relation to the transport of the Equipment (whether to the Site or any other destination required in the provision of the Services or as directed by the Client) and or any person used by the Supplier in the provision of the Services.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Contract.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment save that where such amendment, extension or re-enactment increases the liability of the Supplier or the Client such increased liability shall not be recognised under the terms and conditions set out herein, and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes faxes and e-mail.
1.9 References to clauses and schedules are to the clauses and schedules of the Contract. References to paragraphs are to paragraphs of the relevant schedule.
1.10 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Equipment hire and services provision
2.1 The Contract shall commence on the Contract Date and not before. The availability of the Equipment prior to the Contract Date shall not be guaranteed and be subject to availability.
2.2 The Supplier shall, for the Rental Period:
(a) hire the Equipment to the Client for use at the Client Event and the Site only; and
(b) provide the Services.
in both cases, subject to the terms and conditions set out in the Contract.
2.3 The Supplier shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Client's quiet possession of the Equipment.
3. The Contract Charges and Deposit
3.1 If the Supplier provides the Estimation but does not supply the Quotation then any reference herein to the Quotation shall be deemed substituted by reference instead to the Estimation.
3.2 If the Supplier provides the Estimation and subsequently supplies the Quotation then the Estimation shall be superseded by the Quotation and the Estimation shall not form part of the Contract.
3.3 The Client shall pay the Charges to the Supplier in accordance with the payment schedule set out in the Quotation and this clause 3.
3.4 The Charges shall be as set out in the Quotation save where:
(a) the Supplier believes (acting reasonably) that further work and or the provision of further Equipment is required to fulfil its obligations under the Contract; or
(b) the Supplier and the Client have agreed that further work (over and above that set out in the Quotation) should be undertaken by the Supplier; or
(c) the Supplier has agreed with the Client to supply more Equipment than set out in the Quotation; or
(d) the Supplier is prevented from carrying out the Services and or making Delivery of the Equipment and or collecting the Equipment and the Supplier’s Labour is made to wait past the time set out in the Quotation where they were to begin providing the Services or make Delivery of the Equipment or remove the Equipment.In such circumstances the additional costs shall be calculated as set out in clause 3.5 (Additional Costs).
3.5 The Additional Costs shall be on a time and materials basis as follows:
(a) any Additional Costs shall be charged in accordance with the Fees;
(b) the Fees are calculated on the basis of work undertaken between 0600hrs - 2000hrs on Business Days, Saturdays and Sundays;
(c) the Supplier shall be entitled to charge an overtime rate of 150 per cent of the Fees on a pro-rata basis for each part day or for any time worked by Labour in providing the Services outside the hours referred to in clause 3.5(b) and or work undertaken on public holidays; and
(d) the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the Supplier and or Labour in providing the Services and or supplying the Equipment including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of Services provided by third parties and required by the Supplier for the performance of the Services and or the supply of the Equipment, and for the cost of any materials.5.1 Time and materials pricing
3.6 If reasonably possible, the Supplier will seek to agree the Additional Charges with the Client, prior to incurring the same, save that this clause shall not be a pre-condition to the Supplier incurring the Additional Charges if the incurring of the same is reasonably necessary for the Supplier to fulfil its obligations under the Contract.
3.7 The Supplier reserves the right to increase its Fees, provided that such charges cannot be increased more than once in any 12 month period. If reasonably possible, the Supplier will give the Client written notice of any such increase. Where there is a Contract in place the Charges will be at the previous rate save that if any Additional Charges are incurred after the date of the increase of the Fees those Additional Charges will be at the new rate.
3.8 The Charges shall be paid in Pounds Sterling and shall be made by such method as agreed between the Supplier and the Client.
3.9 The Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Client at the rate and in the manner from time to time prescribed by law.
3.10 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.
3.11 If the Client fails to pay any Charges or any other sums payable under the Contract by the due date for payment under the Contract then, without limiting the Supplier's rights under clause 10.1, the Client 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 the rate of five per cent (5%) per annum above the base rate from time to time of Barclays Bank Plc.
3.12 Where the Contract provides that the Client shall pay a Deposit or pay the total Charges prior to the Contact Date and or the Contract provides for staged payment throughout the Rental Period the Supplier shall have no obligation or liability under the Contract to (without limitation) provide the Services or provide the Equipment or comply with any other term of the Contract until such time as the Deposit or any other such payments have been paid in full. If such a payment is due part way through the Rental Period the Supplier shall be entitled to cease the provision of the Services until such payment has been made.
3.13 If the Client fails to pay the Charges in accordance with the payment schedule set out in the Quotation, or causes any loss or damage to the Equipment (in whole or in part), the Supplier shall be entitled to apply the Deposit or any other upfront payment against such default, loss or damage. If the Supplier agrees to continue to provide the Services or supply the Equipment after any default and deduction from the Deposit or upfront payment the Client shall pay to the Supplier any sums deducted from the Deposit or any other upfront payment within five (5) Business Days of a demand for the same.
4. Contract Cancellation
4.1 If the Client cancels the Contract the Supplier will be entitled to be paid the following;
(a) If within 7 days of the start of the Rental Period 100% of the Charges less the transport costs set out in the Quotation, save that where the Supplier has contracted with a third party to use third party transport such costs shall be forfeited by the Client.
(b) If within 14 days of the start of the Rental Period 50% of the project management and production labour costs as set out in the Quotation.
(c) If within 28 days of the start of the Rental Period 25% of the of the project management and production labour costs as set out in the Quotation.
(d) if the Client Event involves the Supplier creating a bespoke construction clauses 4.1(a) - 4.1(d) will apply but the Supplier will also be entitled to be paid 100% of the Charges that relate to the bespoke construction element.
5. Delivery installation and collection
5.1 Delivery of the Equipment shall be satisfied and deemed accepted by the Client by completing the method of transfer of the Equipment as specified in the Quotation which shall be either Dry Hire or Delivery Hire.
5.2 Where Dry Hire is a term of the Contract the following terms shall apply:
(a) The Client must provide a vehicle of sufficient size and payload for transporting the Equipment so that all Equipment will fit comfortably within the vehicle;
(b) The Client must supply sufficient load restraining equipment;
(c) The Supplier will not remove the Equipment from its protective crates in order to fit it into the Client’s vehicle;
Where the above conditions are not satisfied or the Client has not provided sufficient insurance in accordance with clause 6 the Supplier shall be under no obligation to supply the Equipment and or provide the Services and any other Supplier obligations under the Contract shall cease until such conditions have been complied with. If the conditions have not been complied with within 48 hours of the Supplier’s request or if earlier the start of the Client Event the Supplier may terminate the Contract immediately without any liability to the Supplier.
5.3 Where Dry Hire is a a term of the Contract the following conditions shall apply:
(a) In accordance with clause 6, risk will pass to the Client upon loading of the Equipment onto the Client’s vehicle and accordingly the Client will be liable for any damage caused to the Equipment and or the Client’s vehicle whilst transporting the Equipment;
(b) The Client will be liable for any road traffic offences committed whilst transporting the Equipment, in particular (but without limitation) overloading its vehicle or loading the vehicle in a dangerous manner.
5.4 Where Dry Hire is a term of the Contract the Client shall return the Equipment to the Supplier’s premises at the date specified in the Quotation and the following terms shall apply:
(a) The Client shall return the Equipment in all of the protective casing, crates and packaging that it was supplied in;
(b) The Client shall return the Equipment in the same state and condition that it was supplied in;
(c) If the Equipment is not returned to the Supplier’s Premises by 16.30 on the date specified in the Quotation then the Client will incur additional charges at the Fees rate;
(d) The Equipment must be checked for damage and shortages (to the Satisfaction of the Supplier) prior to acceptance of the return of the Equipment. Where the Client or the Client’s representative is not prepared to wait until the Equipment has been checked then the Client or it’s representative shall be obliged to sign a delivery note accepting that it will accept the results of the Supplier’s checking of the Equipment after the Client or its representative has left the Supplier’s premises and that it will pay the Fees that apply in relation to damage to the Equipment or where there are items of Equipment missing from the Equipment supplied to th Client; and
(e) The Equipment checks referred to in clause 5.4(d) will only be carried out on the day the Equipment is returned if the Equipment is returned prior to 16.30 on the return date set out in the Quotation. Where the Equipment is returned after to 16.30 or where the Equipment has been returned prior to 16.30 but the Equipment check will take longer than 30 minutes any Equipment check will take place on the next Business Day and the Client or its representative will be required to sign the delivery note on the terms referred to in clause 5.4(d).
5.5 Where Delivery Hire is a term of the Contract the Supplier shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties but time shall not be of the essence in relation to achieving Delivery by such date.
5.6 Title and risk shall transfer in accordance with clause 6 of the Contract.
5.7 Where Delivery Hire is a term of the Contract the Client shall procure that a duly authorised representative of the Client shall be present at the Delivery of the Equipment. Where installation of the Equipment is required, acceptance of Delivery by such representative shall constitute conclusive evidence that the Client has accepted Delivery and 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. The Client's duly authorised representative shall sign the Supplier’s ‘job log’ confirming such acceptance. Where there is an agreed term of the Contract that the Supplier shall install the Equipment following Delivery of the the same the Supplier shall at the Client's expense install the Equipment at the Site. The Client shall procure that a duly authorised representative of the Client shall be present at the installation of the Equipment. Installation of the Equipment shall not be a pre-condition to Delivery and signing of the Supplier’s ‘job log’ (as referred to in clause 5.6) shall be conclusive evidence that Delivery has taken place.
5.8 To facilitate Delivery and installation, the Client 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.
5.9 If in the reasonable opinion of the Supplier the Delivery or installation of the Equipment cannot be carried because the Site conditions are unsafe or are such as to make working conditions for Labour unpleasant and below an acceptable level the Supplier will not be obliged to complete the installation of the Equipment until such time as Site conditions improve. Any expenses, charges, costs or other liabilities, including Additional Costs, incurred by the Supplier during such delays shall be at the Client’s cost.
6. Title, Risk and Insurance
6.1 The Equipment shall at all times remain the property of the Supplier, and the Client 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 terms and conditions of the Contract).
6.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Client on Delivery. The Equipment shall remain at the sole risk of the Client during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Client (Risk Period) until such time as the Equipment is redelivered to the Supplier. During the Rental Period and the Risk Period, the Client shall, at its own expense, obtain and maintain the following insurances:
(a) 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 Supplier may from time to time nominate in writing;
(b) insurance covering the transit of the Equipment, whether from the Supplier’s premises to the Site and back or any other destination. Such insurance to be for the Equipment’s replacement value and to cover (without limitation )all and any damage to the Equipment during transit and any theft or loss of the Equipment during transit;
(c) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
(d) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Client.
6.3 The Client shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Equipment or arising out of or in connection with the Client's possession or use of the Equipment.
6.4 If the Client fails to effect or maintain any of the insurances required under the Contract, the Supplier 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 Client.
6.5 The Client shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.
7. Client's Responsibilities
7.1 The Client shall during the term of the Contract:
(a) Use the Equipment only for the Client Event;
(b) 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;
(c) co-operate with the Supplier in all matters relating to the Services;
(d) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Site, office accommodation and other facilities as reasonably required by the Supplier;
(e) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(f) take such steps (including compliance with all safety and usage instructions provided by the Supplier) 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;
(g) ensure that the Site complies with all health and safety legislation, codes of practice and Supplier requirements, including (without limitation):
(i) programming all on Site works so that Supplier Labour is not exposed to the possibilities of dangerous situations being created by interfacing discipline; and
(i.i) Preventing any access to stage structure until is fully installed or dismantled (as appropriate) and confirmation of safety is given by the Supplier.
(h) 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 Contract Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
(i) make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment unless carried out to comply with any mandatory modifications required by law or any regulatory authority or unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Supplier immediately upon installation;
(j) keep the Supplier fully informed of all material matters relating to the Equipment;
(k) keep the Equipment at all times at the Site and shall not move or attempt to move any part of theEquipment to any other location;
(l) permit the Supplier 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;
(m) maintain operating and maintenance records of the Equipment and make copies of such records readily available to the Supplier, together with such additional information as the Supplier may reasonably require;
(n) not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(o) not without the prior written consent of the Supplier, 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 Client shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
(p) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Equipment and, where the Equipment has become affixed to any land or building, the Client must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Equipment and a right for the Supplier to enter onto such land or building to remove the Equipment;
(q) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Client shall notify the Supplier and the Client shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(r) not use the Equipment for any unlawful purpose;
(s) ensure that at all times the Equipment remains identifiable as being the Supplier's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
(t) deliver up the Equipment at the end of the Rental Period or on earlier termination of the Contract at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and
(u) not do or permit to be done anything which could invalidate the insurances referred to in clause 6.
7.2 The Client acknowledges that the Supplier shall not be responsible for any loss of or damage to the Equipment or damage to the Site caused by the use, movement or handling of the Equipment where it arises out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Client or its officers, employees, agents and contractors, and the Client undertakes to indemnify the Supplier on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Client to comply with the Contract.
8. Warranty
8.1 The Supplier warrants that the Equipment shall substantially conform to its specification (as made available by the Supplier), be of satisfactory quality and fit for any purpose held out by the Supplier. The Supplier shall use reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifest itself within 24 hours of Delivery or where the Client Event begins within 24 hours of Delivery, immiediately upon the material defect becoming manifest to the Client, provided that:
(a) the Client notifies the Supplier of any defect in writing within 24 hours of the defect occurring or of becoming aware of the defect;
(b) the Supplier is permitted to make a full examination of the alleged defect;
(c) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Supplier's authorised personnel;
(d) the defect did not arise out of any information, design or any other assistance supplied or furnished by the Client or on its behalf, including (without limitation) providing incomplete information about the Site, whether in relation to Site access or conditions for installation of the Equipment on the Site; and
(e) 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 Supplier, the Client shall be entitled only to such warranty or other benefit as the Supplier has received from the manufacturer
8.3 If the Supplier fails to remedy any material defect in the Equipment in accordance with clause 8.1, the Supplier shall, at the Client's request, accept the return of part or all of the Equipment and make an appropriate reduction to the payable during the remaining term of the agreement and, if relevant, return any Deposit (or any part of it).
9. Liability
9.1 Without prejudice to clause 9.2, the Supplier's maximum aggregate liability for breach of the Contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the Charges.
9.2 Nothing in the Contract shall exclude or in any way limit:
(a) either party's liability for death or personal injury caused by its own negligence;
(b) either party's liability for fraud or fraudulent misrepresentation; or
9.3 The Contract sets forth the full extent of the Supplier's obligations and liabilities in respect of the provision of the Services and the Equipment and its hiring to the Client. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Supplier except as specifically stated in the Contract. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.
9.4 Without prejudice to clause 9.2, the Supplier shall not be liable under the Contract for any of the following losses by the Client:
(a) loss of profit;
(b) loss of revenue
(c) loss of business; or
(d) indirect or consequential loss or damage,
In each case, however caused, even if foreseeable.
10. Termination
10.1 The Supplier may, without prejudice to any other right or remedy which may be available to it, terminate the Contract immediately by written notice to the Client if:
(a) the Client defaults in any of its payment obligations;
(b) the Client commits a material breach of the Contract which breach is irremediable, or which breach (if remediable) is not remedied within 48 hours after the service of written notice from the Supplier requiring it to do so or where the Client Event begins within 48 hours of the Supplier’s notice within the time frame set out in the notice;
(c) the Client 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
(d) the Client 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 other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
(e) 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 Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or
(f) 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 Client; or
(g) the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
(i) a creditor or encumbrancer of the Client 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 Client's assets and such attachment or process is not discharged within 14 days; or
(j) any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(c) to clause 10.1(i) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
10.2 The Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment or the Supplier is unable to provide the Services due to any interruption or cancellation of the Client Event.
10.3 Upon termination of the Contract, however caused:
(a) the Supplier's consent to the Client's possession of the Equipment shall terminate and the Supplier may, by its authorised representatives, without notice and at the Client'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
(b) without prejudice to any other rights or remedies of the Client, the Client shall pay to the Supplier on demand:
(i) all Charges and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 3.11;
(ii) any costs and expenses incurred by the Supplier in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
10.4 Upon termination of the Contract pursuant to clause 10.1, any other repudiation of the Contract by the Client which is accepted by the Supplier or pursuant to clause 10.2, without prejudice to any other rights or remedies of the Supplier, the Client shall pay to the Supplier on demand a sum equal to the whole of the Charges that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period, less:
(a) a discount for accelerated payment at the percentage rate set out in the Quotation.
10.5 The sums payable pursuant to clause 10.4 shall be agreed compensation for the Supplier's loss and shall be payable in addition to the sums payable pursuant to clause 10.3(b). Such sums may be partly or wholly recovered from any Deposit or any other upfront payment.
10.6 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
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, the party not affected may terminate the Contract by giving 10 (ten) Business Days' written notice to other party.
12. Confidential information
12.1 Neither party shall, during and after termination of the Contract, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.
12.2 Each party shall on demand and on termination of the Contract surrender to the other party all materials relating to such confidential information in its or its personnel's, agents' or representatives'
13. Assignment and Subcontracting
13.1 Neither party shall, without the prior written consent of the other party, assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with the Contract or any of its rights and obligations under or arising out of the Contract (or any document referred to in it), or purport to do any of the same.
13.2 Neither party shall subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent without the prior written consent of the other party. Each party shall in all cases retain sole responsibility for the performance of the tasks assigned to it under the Contract, regardless of the use of authorised subcontractors.
13.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
14. Entire agreement and variation
14.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
14.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Contract (whether made innocently or negligently) shall be for breach of contract.
14.3 Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
14.4 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15. Contracts (Rights of Third Parties) Act 1999
15.1 A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
15.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract is not subject to the consent of any person that is not a party to the Contract.
16. Notices
16.1 Any notice or other communication required to be given under the Contract, shall be in writing and shall be delivered personally, or sent by pre-paid post or recorded delivery or by commercial courier, to each party required to receive the notice or communication as set out below:
(a) Supplier: Leamore Lane, Walsall, West Midlands WS2 7BY ;
(b) Client: Such address as has been given to the Supplier and is set out in the Quotation.;
or as otherwise specified by the relevant party by notice in writing to each other party.
16.2 Any notice or other communication shall be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the contact referred to in this clause;
(b) if sent by commercial courier, on the date and at the time of signature of the courier's delivery receipt; or
(c) if sent by pre-paid post or recorded delivery, 9.00 am on the second Business Day after posting.
16.3 A notice or other communication required to be given under the Contract shall not be validly given if sent by e-mail.
16.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17. No Waiver
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.
18. Severance
18.1 If 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.
18.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
19. Governing Law and Jurisdiction
19.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law.
19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter
