The Customer’s attention is particularly drawn to the provisions of clause 8 (Liability) and clause 13 (Termination)
A. In these Conditions Pro-Motion Hire Ltd is referred to as the Company and the company, person or firm dealing with the Company is referred to as the Customer (as referred to in the Order (as defined below)).
B. The Customer acknowledges and agrees by placing orders with the Company that:
(i) This is a business transaction into which both parties are freely entering.
(ii) There are clauses contained in these Conditions which exclude limit or modify the liability of the Company and provide a right to indemnity from the Customer in certain circumstances.
C. In these Conditions:
(i) “Equipment” means the equipment described in the Order (including any replacement parts or equipment supplied).
(i) “Order” means the Customer’s order for the hire of Equipment, vehicles and/or crew members as set out in the Customer’s purchase order form or the quotation given by the Company and accepted by the Customer (as the case may be).
1. These Conditions form the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Unless these Conditions expressly state otherwise, these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.
3. All quotations are made by the Company without obligation
- (a) The Company reserves the right to refuse the acceptance of any order without assigning any reason for such refusal.
- (b) Orders may be placed verbally or in writing and, upon acceptance by the Company, such orders become binding provided that all cancellations will only be effective if given in writing by the customer.
5.Period of Hire
(a) On and subject to the terms of these Conditions, the Company agrees to hire the Equipment to the Customer for the hire period.
(b) The hire period for Equipment starts on the commencement date referred to in the Order.
(c) The hire period is terminated at the end of the agreed hire period, unless terminated earlier in accordance with clause 13.
(d) The hire period will be deemed to continue until such times as any damaged Equipment is repaired, or any Equipment that is lost stolen, or damaged beyond repair is replaced; provided that the amount of any additional hire charge payable as a direct result of theft, accidental loss or damage to Equipment shall not exceed 13 weeks’ rental.
6.Delivery and Inspection
(a) Where delivery of hired Equipment is made by the Company, the Company will use all reasonable endeavours to effect delivery by the date and time agreed between the parties, but time shall not be of the essence. Title and risk shall transfer in accordance with clause 12 (Title, Risk and Insurance).
(b) Subject to clause 6(d), acceptance of delivery shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by the Company, the Customer shall sign a receipt confirming such acceptance.
(c) To facilitate delivery, the Customer shall provide all requisite materials, facilities, access and suitable working conditions to enable delivery to be carried out safely and expeditiously.
(d) The Customer acknowledges and agrees that, given the evolving Covid-19 situation, the Company shall be operating a contactless delivery service. The Company will keep the Covid-19 situation under regular review and the Customer agrees to company with the Company’s contactless delivery policy as amended from time to time. A copy of the current policy can be found here. In particular, the Customer shall inspect the Equipment and report any apparent defects or non-conformities to the Company within 5 business hours of delivery (based on a 09:00 – 17:00 business day).
7.Payment and Deposit
a) Except where otherwise agreed in writing, the hire charges payable by the Customer are set out in the Order.
(b) Except where otherwise agreed in writing, all invoices are payable within 30 days of receipt in full without deduction or set-off.
(c) All amounts due under these Conditions are exclusive of VAT, which shall be payable by the Customer at the applicable rate from time to time.
(d) Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date, the Company may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of Barclays Bank plc from time to time.
(e) Where a deposit is required from the Customer, the deposit is a deposit against default by the Customer of payment of any sums payable to the Company (including for any loss or damage to the Equipment). The Company shall be entitled to apply the deposit against any such sums, loss or damage.
(a) The restrictions on liability in this clause 8 apply to every liability arising under or in connection with these Conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
(b) Subject to clause 8(d), the Company’s total liability to the Customer (including any liability for the acts or omissions of its employees, agents and subcontractors) shall not exceed £250,000.
(c) Subject to clause 8(d), neither party shall be liable under this Agreement for any loss of profit, loss of revenue, loss of data or indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
(d) Nothing in these Conditions limits any liability which cannot legally be limited.
(e) Whilst the Company shall use reasonable endeavours to assist the Customer with technical know-how and experience, the Company does not guarantee that the customer will achieve his intended result by the use of hired Equipment and other facilities.
(f) The Company shall not be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond the its reasonable control.
(g) The Company does not warrant that any media supplied (such as memory cards) will be error free or free from viruses, corruption or bugs.
(h) The Customer acknowledges that the Company shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with the negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify the Company 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 Customer to comply with these Conditions.
9. Failure to return goods/Damaged goods
The Customer shall pay to the Company the full replacement value of hired Equipment not returned or the full cost of repairing any damage to such Equipment, together with any additional hire charges calculated in accordance with Clause 5 of these Conditions.
10. Use of Equipment
Equipment returned late will be charged at the single agreed daily rate for each 24 hours or part thereof. Irrespective of any reduction or discount that may have been negotiated on the original booking.
(a) The Customer shall:
(i) ensure that all hired Equipment is used only for the purposes for which it is designed and operated in a proper manner;
(ii) maintain at its own expense the hired Equipment in good repair and condition (fair wear and tear only excepted);
(iii) 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 hired Equipment or allow the creation of any mortgage, charge, lien or other security in respect of it;
(iv) 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 hired Equipment;
(v) not use the hired Equipment or any unlawful purposes;
(vi) 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, and shall grant (or procure the grant) of reasonable access and facilities for such inspection; and
(vii) deliver up the Equipment at the end of the hire period or on earlier termination of the hire period 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.
11. Company Vehicles
No person other than a person authorised by the Company may in any circumstances drive any vehicles supplied by the Company. Where such vehicles are used by or on behalf of the Customer in circumstances not covered by the Company’s insurances, the Customer undertakes to effect the appropriate insurance.
12. Title, Risk and Insurance
(a) All Equipment on hire shall at all times remain the absolute property of the Company and the Customer has no right, title or interest in or to the Equipment (except the right to possession and use of the Equipment subject to these Conditions).
(b) The risk of loss, theft, damage or destruction of Equipment shall pass to the Customer on the transfer of physical possession of the Equipment to the Customer at the Company’s premises at 15 Newport Street, Vauxhall, SE11 6AJ and Studio 008, The Sharp Project, Manchester, M40 5BJ. The Equipment shall remain at the sole risk of the Customer during the hire period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to the Company. During the hire period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
(i) 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;
(ii) 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
(iii) 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 Customer.
(c) All insurance policies procured by the Customer shall name the Lessor on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any excesses or deductibles due on any claims under such insurance policies.
(d) The Customer shall give immediate written notice to the Company in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.
(e) If the Customer fails to effect or maintain any of the insurances required under these Conditions, the Company 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 Customer.
(f) The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Company and proof of premium payment to the Company to confirm the insurance arrangements.
(a) Either party may terminate these Conditions at any time by giving notice in writing to the other party if that other party:
(i) fails to pay any amount due under these Conditions.
(i) commits a material breach of these Conditions and such breach is not remediable.
(ii) commits a material breach of these Conditions which is not remedied within 7 days of receiving written notice of such breach.
(iii) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so.
(iv) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986.
(v) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986.
(vi) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income.
(vii) has a resolution passed for its winding up.
(viii) (being a company) is the subject of a winding up or administration petition, application or order.
(viiii) (being an individual) is the subject of a bankruptcy petition, application or order.
(b) The Customer may terminate these Conditions at any time by giving notice in writing to the Company (in which case particular attention is drawn to clauses 13(c), 13(d) and 13(e) below).
(c) On termination of these Conditions for any reason:
(i) the Company shall invoice the Customer for any hire period occurred but not yet invoiced.
(iii) the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
(d) On termination of these Conditions by the Company under clause 13(a) or by the Customer under 13(b) during the hire period, the Customer shall pay to the Company on demand a sum equal to the whole of the hire charges that would (but for termination) have been payable if the Conditions had continued from the date of termination to the end of the hire period, less a discount for accelerated payment at the rate of 20%. The sums payable under this clause shall be agreed compensation for the Company’s loss and shall be payable in addition to those payable under clause 13(c)(i). Such sums may be partly or wholly recovered from any deposit.
e) On termination of these Conditions prior to the start of the hire period, the Customer shall pay on demand a sum equal to the following percentage of the hire charges that would (but for termination) have been payable during the hire period:
(i) 100% (if terminated within 24 hours of the start of the hire period).
(ii) 50% (if terminated within 25 – 48 hours of the start of the hire period).
(iii) 25% (if terminated within 49 – 72 hours of the start of the hire period).
(f) At the end of the hire period or any earlier termination of these Conditions, the Customer shall, at its own cost, promptly arrange for the return of all Equipment to the Customer at such address as it may notify to the Customer.
(g) If the Customer does not return the Equipment as required by clause 13(f) within 5 days of being required to do so by the Company, the Company may make its own arrangements for the collection, storage or return of the Equipment and recover the costs of doing so from the Customer.
(h) Equipment returned late will be charged at the single daily rate for each 24 hours or part thereof, irrespective of any reduction or discount that may have been negotiated for the original hire period. Daily rates can be found on our rate card located on our website here.
(a) Notices under these Conditions shall be in writing and sent to a party’s address as set out on the Order first page of this Agreement (or to the email address set out below). Notices may be given, and shall be deemed received:
(i) by first-class post: two business days after posting.
(ii) by hand: on delivery.
(iii) by email to firstname.lastname@example.org in the case of the Company, and the address set out in the Order in the case of the Customer: at the time of transmission.
(b) This clause does not apply to notices given in legal proceedings.
(a)All equipment on hire shall at all times remain the absolute property of the Company and no proprietary or other interest in the said equipment shall vest in or pass to the customer who shall for all purposes be deemed the Bailee of the said equipment
(b)Customers must not sell loan assign pledge encumber part with possession or suffer any lien to be created over hired equipment and the Company may terminate any hiring forthwith and without notice in the event of a Customer making any attempt to do so or doing any act or omitting to do any act which in the opinion of the Company jeopardises the Company’s rights in the equipment or becoming the subject of any bankruptcy or liquidation proceedings or becoming insolvent or allowing any judgment or well founded claim to remain unsatisfied or failing to pay any hire charge or other sum due to the Company or failing to comply with these Conditions.
(c)The Customer agrees that a representative of the Company may enter upon any premises upon which hired equipment may be kept or reasonably believed to be kept for the purpose of its recovery-at the termination of any hiring period, and where such equipment is on premises not occupied or under the control of the Customer, the Customer undertakes to secure for the Company permission to enter for such purposes and the Customer shall compensate the Company for any costs incurred in repossessing hired equipment
These Conditions shall be governed by and interpreted according to English Law.
Pro-Motion Hire Ltd. Registered In England No. 05398264
Reg Office: Northside House, 69 Tweedy Rd, Bromley , BR1 3WA
I have read and understood the terms and conditions stated and agree to abide by these conditions:
Authorised Signatory: ………………………………………………………………………
Customer Name: ………………………………………………………………………….…
Dated : ………………………………………………………………………….………………
Please return via post to; Pro Motion Hire Ltd, 15 Newport Street, London, SE11 6AJ