TERMS AND CONDITIONS
COMPACT SWEEPERS LTD - TERMS AND CONDITIONS OF HIRE
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Commencement Date: the date specified in the Schedule.
Company: Compact Sweepers Ltd.
Delivery: the transfer of physical possession of the Equipment to the Hirer at the Site.
Equipment: the items of equipment listed in the Schedule, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Hirer: the hirer of equipment from the Company, as identified at the foot of these Terms and Conditions.
Primary Engine: an engine on any item of Equipment whose purpose includes the moving of the Equipment on public highways;
Rebated Fuel: red diesel or any fuel in respect of which any authority applies a reduced, rebated or refunded tax, duty or other levy;
Rental Payments: the payments made by or on behalf of Hirer for hire of the Equipment.
Rental Period: the period of hire as set out in clause 3.
Site: any premises identified in the Schedule.
Total Loss: the Equipment is, in the Company's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
2. EQUIPMENT HIRE
2.1 The Company shall hire the Equipment to the Hirer for use at the Site (if specified) subject to the terms and conditions of this agreement and any special terms identified in the Schedule.
3. RENTAL PERIOD
The Rental Period starts on the Commencement Date and shall continue for the period set out in the Schedule unless this agreement is terminated earlier in accordance with its terms.
4. RENTAL PAYMENTS AND DEPOSIT
4.1 The Hirer shall pay the Rental Payments to the Company in accordance with the Schedule.
4.2 The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
4.3 If the Hirer fails to pay any Rental Payments or any other sums payable under this agreement by the due date for payment under this agreement then, without limiting the Company's rights under clause 9.1, the Hirer 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 four per cent (4%) per annum above the base rate from time to time of Lloyds TSB Bank Plc.
5. TITLE, RISK AND INSURANCE
5.1 The Equipment shall at all times remain the property of the Company, and the Hirer 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 this agreement.
5.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on Delivery. The Equipment shall remain at the sole risk of the Hirer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Hirer (Risk Period) until such time as the Equipment is redelivered to the Company. During the Rental Period and the Risk Period, the Hirer 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 Company may from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Company 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
(c) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Company may from time to time consider reasonably necessary and advise to the Hirer and shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of the Hirer’s failure to properly maintain such insurance.
5.3 The Hirer shall give immediate written notice to the Company in the event of any loss, accident or damage to the Equipment or arising out of or in connection with the Hirer's possession or use of the Equipment.
6. HIRER'S RESPONSIBILITIES
6.1 The Hirer shall during the term of this agreement:
(a) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated and maintained in a proper manner by trained competent staff in accordance with any operating or maintenance instructions;
(b) make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment;
(c) keep the Company fully informed of all material matters relating to the Equipment;
(d) keep the Equipment at all times at the Site (if specified) and shall not move or attempt to move any part of the Equipment to any other location without the Company's prior written consent;
(e) at all times keep the Equipment in the possession or control of the Hirer;
(f) permit the Company or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon any premises at which the Equipment may be located;
(g) maintain operating and maintenance records of the Equipment and make copies of such records readily available to the Company, together with such additional information as the Company may reasonably require;
(h) not, without the prior written consent of the Company, 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;
(i) not without the prior written consent of the Company, 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;
(j) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Company in the Equipment;
(k) 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 and the Hirer shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation or seizure;
(l) not use the Equipment for any unlawful purpose the Hirer shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of unlawful use (including, but not limited to, any fines or penalties related to the use of the Equipment on public highways);
(m) ensure that at all times the Equipment remains identifiable as being the Company's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
(n) deliver up the Equipment at the end of the Rental Period or on earlier termination of this agreement at such address as the Company requires, or if necessary allow the Company or its representatives access to any premises where the Equipment is located for the purpose of removing the Equipment; and
(o) not do or permit to be done anything which could invalidate the insurances referred to in clause 5.
6.2 The Hirer acknowledges that the Company shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Hirer or its officers, employees, agents and contractors.
7. FUELLING
7.1 The Hirer shall not fuel with Rebated Fuel any Primary Engine on any item of Equipment which is licensed for public highway use. The Hirer shall indemnify the Company on demand against all fines, losses, costs, charges, damages and expenses incurred as a result of the Hirer’s breach of this clause 7.
8. LIABILITY
8.1 Without prejudice to clause 8.2, the Company's maximum aggregate liability for breach of this agreement (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 a sum equal to the total of the Rental Payments paid by the Hirer.
8.2 Nothing in this agreement shall exclude or in any way limit either party's liability for death or personal injury caused by its own negligence, for fraud or fraudulent misrepresentation or any other liability which cannot be excluded by law.
8.3 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 Company except as specifically stated in this agreement. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded.
8.4 Without prejudice to clause 8.2, the Company shall not be liable under this agreement for any loss of profit, loss of revenue, loss of business or indirect or consequential loss or damage, in each case however caused, even if foreseeable.
9. TERMINATION
9.1 The Company may, without prejudice to any other right or remedy which may be available to it, terminate this agreement immediately by written notice to the Hirer if and of the following events occurs:
(a) the Hirer defaults in any of its payment obligations;
(b) the Hirer commits a material breach of this agreement which breach is irremediable, or which breach (if remediable) is not remedied within fourteen (14) days after the service of written notice from the Company requiring it to do so;
(c) the Hirer 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;
(d) the Hirer 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;
(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 Hirer; 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 Hirer;
(g) the holder of a qualifying floating charge over the assets of the Hirer 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 Hirer or a receiver is appointed over the assets of the Hirer; or
(i) a creditor or encumbrancer of the Hirer 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 Hirer's assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(c) to clause 9.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.2 This agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.
9.3 Upon termination of this agreement, however caused:
(a) the Company's consent to the Hirer's possession of the Equipment shall terminate and the Company may, by its authorised representatives, without notice and at the Hirer's expense, retake possession of the Equipment and for this purpose may enter or any premises at which the Equipment is located; and
(b) without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to the Company on demand all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.3 and any costs and expenses incurred by the Company in recovering the Equipment and/or in collecting any sums due under this agreement.
9.4 Upon termination of this agreement pursuant to clause 9.1, any other repudiation of this agreement by the Hirer which is accepted by the Company or pursuant to clause 9.2, without prejudice to any other rights or remedies of the Company, the Hirer shall pay to the Company on demand a sum equal to the whole of the Rental Payments 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.
9.5 The sums payable pursuant to clause 9.4 shall be agreed compensation for the Company's loss and shall be payable in addition to the sums payable pursuant to clause 9.3(b). Such sums may be partly or wholly recovered from any Deposit.
9.6 Termination of this agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.
10. ASSIGNMENT
10.1 The Hirer shall not assign, transfer or deal in any manner with this agreement or any of its rights and obligations under this agreement.
11. GOVERNING LAW AND JURISDICTION
11.1 This agreement 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 and the parties 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 this agreement or its subject matter.