Naylor Agility Equipment Hire Terms & Conditions
These terms and conditions apply only if you hire equipment from us.
1. ABOUT US
1.1 Who we are. We are Naylor Specialist Plastics Limited trading as Naylor Agility (we, us, our), a company registered in England and Wales under company number 00342012. Our registered office and main trading address is at Naylor House, Valley Road, Wombwell, Barnsley, England, S73 0BS (Registered Office).
1.2 These Conditions tell you who we are, how we will provide the Equipment to you, how and when the contract is formed between you and us, what to do if there is a problem and other important information. Please read these Conditions carefully before you place an order or otherwise enter any contract with us. By submitting an order or otherwise entering a contract with us, you agree to be legally bound by these Conditions.
2. YOUR ORDER AND CONTRACT WITH US
2.1 You can place an order by calling us, emailing us or by submitting an enquiry to us via our website or by email.
2.2 You are responsible for ensuring that the terms of the Order submitted by you are complete and accurate.
2.3 Each Order by you to shall be an offer to hire the Equipment subject to the Contract including these Conditions.
2.4 If we are unable to accept an Order, we will notify you as soon as reasonably practicable and we will not charge you for the Equipment ordered for hire.
2.5 We may accept or reject an Order at its discretion.
2.6 Rejection by an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
2.7 The Contract between you and us will be formed when we agree with you that we will fulfil your Order by sending you an Order confirmation email. At this point, a legally binding Contract will be in place between you and us. Up to 10 Working Days before our Date of Departure, and subject to Equipment availability, you may amend your Order, subject to our consent. We will not unreasonably withhold our consent to Order changes requested by you.
2.8 All Equipment offered by us for hire are subject to availability. We accept no responsibility for equipment that are not available for hire.
2.9 We will contact you if we are unable to accept your Order or supply the requested Equipment for hire at the Start Date to discuss how you would like to proceed. Your options in these circumstances may include offering you suitable alternative equipment, either at the same price or a different price.
2.10 If you do not wish to continue with your order in accordance with clause 2.9 or we do not receive a response from you seven days or before the Date of Departure (whichever is earlier) after asking you how you would like to proceed, a refund will be issued to you for the full amount you paid (if any) for the Equipment that have not been supplied as soon as possible and no contract will come into existence.
2.11 The Contract will relate only to the Equipment that we have confirmed to you that we are able to hire to you. We will not be obliged to supply any other Equipment which may have been part of your Order, but we have informed you that we are unable to fulfil.
3. PROMOTIONAL MATERIALS
3.1 Equipment images on our website and in other promotional literature (Promotional Material) are for illustrative purposes only. Although we and they have made every effort to display the colours accurately, neither of us can guarantee that a picture accurately reflects the Equipment. Your equipment may vary slightly from those images. If you are concerned about the precise colour, size, weight, capacity, specification, dimension or measurement of any equipment, please contact us prior to placing an order for hire.
3.2 Promotional & offer prices. Any promotional or offer prices made available for equipment hire by us will apply only within the scope and period of the promotion or offer concerned and are subject to any applicable additional terms and conditions (and restrictions or limits) stated. To take advantage of promotional/offer prices, you may have to quote the relevant promotion code at the time of your order. If you do not comply with the additional terms and conditions of a promotion or offer, we reserve the right to exclude you from the relevant promotion or offer.
4. WHEN THE HIRE PERIOD STARTS AND HOW LONG IT LASTs
4.1 Subject to earlier termination in accordance with these Conditions, you have the right to use the Equipment from the hire start date and time agreed between us in writing (the Start Date) until you are required to return the Equipment to us or we collect the Equipment from you (the Hire Term). However, please note the Hire Term may be subject to a minimum term notified to you by us prior to the Start Date.
5. YOUR ACKNOWLEDGEMENTS AND WHAT YOU HAVE TO DO
5.1 You acknowledge and agree that we shall always retain ownership of the Equipment and you shall not do or allow to occur anything that might adversely affect our right, title or interest in the Equipment. You shall have no right, title or interest in the Equipment, except that is hired to you under this Contract for the Hire Term.
5.2 You acknowledge and accept the Equipment is in a good condition at the start of the Hire Term (except for any damage documented in a condition sheet by us immediately prior the commencement of the Hire Term (the Current Condition Report)). If you notice any damage to the Equipment, you must inform us in writing within 2 hours of arrival at the Delivery Location or immediately on collection by you (as applicable).
5.3 You agree to return the Equipment back to us or make it available for collection by us (as applicable and agreed between us) at the end of the Hire Term in the same condition as it was immediately before the commencement of the Hire Term (as evidenced by the Current Condition Report).
(a) keep the Equipment in your possession and control during the Hire Term;
(b) not modify or repair the Equipment in any way;
(c) ensure that the conditions, premises and general environment in which the Equipment is kept and/or used do not adversely affect its condition or functionality or otherwise place it or any part of it at risk;
(d) operate and use the Equipment only for the purposes for which it was designed and in a way that complies with any operating instructions provided or made available by us;
(e) not without our permission beforehand, attach the Equipment to any land or building which would cause the Equipment to become a permanent or immovable fixture on that land or building;
(f) not to lend, lease, sell or otherwise part with possession of the Equipment or otherwise give up control of the Equipment;
(g) at our reasonable request, make the Equipment available for inspection or repair work;
(h) ensure the Equipment is not moved from the Delivery Location;
(i) ensure the Equipment is not used contrary to applicable law or the Contract including health and safety laws and regulations; and
(j) (if applicable) use the appropriate voltage as indicated in the Equipment.
5.5 You shall immediately report to us any accident or damage to or fault developing in or incident involving the Equipment or if the Equipment is lost or stolen. You should also take photos of the damaged Equipment in situ. If the Equipment is defective, you should stop using it immediately.
5.6 Where you have requested on-site support from us as part of your Order, you shall provide a free camping pitch or trade stand as agreed between us.
5.7 You acknowledge and agree that we may substitute the Equipment from time to time with alternative equipment of an equivalent standard on giving you reasonable notice.
6. HIRE AND OTHER CHARGES AND PAYMENT
6.1 The hire charges and other fees and charges related to the hire of the Equipment that apply to your Order will be agreed between you and us prior to the Start Date. All prices are in pounds sterling (£)(GBP). We take all reasonable care to ensure that the prices for the hire of our Equipment and other fees and charges are correct. However please see clause 6.2 for what happens if we discover an error in those fees and charges for your Order.
6.2 It is always possible that, despite our reasonable efforts, some of our equipment available for hire may be incorrectly priced. We will normally check hire and other charges before accepting your Order so that, where the equipment’s correct hire and other charges at your Order date is less than the stated hire or other charges at your Order date, we will charge you the lower amount. If the equipment’s correct hire or other charges at your Order date is higher than the hire or other charges stated, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may later end the Contract, refund you any sums you have paid (if any) and require the return of any Equipment provided to you.
6.3 You shall pay to us:
(a) unless otherwise agreed by us, our hire charges and other fees and charges related to the hire of the Equipment at least five (5) Working Days before the Start Date;
(b) immediately on termination of the Hire Term:
6.3.b.1 a collection and/or recovery fee if the Equipment is not returned to us or made available for collection (as applicable) at the return location indicated in the Order;
6.3.b.2 a surcharge of £50.00 on each occasion if you fail to provide a minimum of two individuals to assist with loading and unloading upon arrival of Equipment and at the end of the Hire Term; and
6.3.b.3 a surcharge of £20.00 where you fail to dismantle and stack the Equipment at the end of the Hire Term;
(c) on demand if you cancel your Order:
6.3.c.1 more than one week before the Date of Departure, £150 or 40% of the hire charges and other fees and charges related to the hire of the Equipment that apply to your Order, whichever is the greater;
6.3.c.2 less than one week before the Date of Departure, £250 or 60% of the hire charges and other fees and charges related to the hire of the Equipment that apply to your Order, whichever is the greater; and
6.3.c.3 on or after the Date of Departure, 100% of hire charges and other fees and charges related to the hire of the Equipment that apply to your Order.
6.4 You acknowledge and accept if the Equipment is not returned or made available for collection (as agreed between us) at the end of the Hire Term or the Equipment is not returned in the same condition as it was immediately before the commencement of the Hire Term (as evidenced by the Current Condition Report), then without prejudice to our other rights and remedies, then we will suffer a loss and you shall be liable to pay us the following amounts in the following circumstances:
(a) if you fail to return the Equipment or make it available for collection including dismantling the Equipment (as agreed with us) at the end of the Hire Term, you shall pay to us on demand an amount equal to the daily rates and other hire charges for the hire of the Equipment under the Contract calculated at our published price list in force from time to time from the end of the Hire Term until we recover possession of the Equipment together with any and all costs incurred in connection with recovering the Equipment; and
(b) if you do not return the Equipment or make it available for collection at (as agreed with us) in the same condition as it was immediately before the commencement of the Hire Term (as evidenced by the Current Condition Report), to the fullest extent permitted by applicable law, you shall pay to us on demand an amount equal to the cost of repairing the Equipment (where applicable) or where repair is not possible, the cost of replacing the Equipment in line with our published price list (including the associated time and labour costs) in force from time; and
(c) if after the Equipment is delivered to you and before it is returned to or collected by your us (as agreed with us), the Equipment is damaged to such an extent that it is a total loss, to the fullest extent permitted by applicable law, you shall pay to us on demand an amount equal to the cost of replacing the Equipment in line with our published price list (including the associated time and labour costs) in force from time.
7.1 You can request damage waiver cover (DW cover) from us. If we agree to provide you with DW cover, subject to the Exceptions and Exclusions, we will not hold you liable for Damage to the Equipment if the aggregate cost of the Damage (as determined by us) is below £500 (unless we have agreed a different amount with you in writing). However, you will instead have to pay the DW cover charge notified by us to you as part of your hire charges. For the purpose of this clause, (a) Damage means physical damage to any of the Equipment; (b) Exclusions means that if any of the following apply in respect of the Equipment covered by the DW cover, you will be liable for Damage if you: (i) failed to comply with your obligations under clause 5.4 and any other requirements related to the possession or use of the Equipment by you; (ii) deliberately, recklessly or negligently damage to the Equipment; and (c) Exceptions means that the DW cover does not apply if the aggregate cost of the Damage is £500 or more (unless we have agreed a different amount with you in writing). To avoid doubt, if the total cost of the Damage is in excess of £500 you are liable to pay the full amounts described in clauses 6.4(b) or (c) (as applicable).
8. HOW WE MAY USE YOUR PERSONAL INFORMATION
8.1 We will use the personal information you provide to us:
(a) to supply the Equipment to you for hire;
(b) to process your payment for your hire and other fees and charges payable to us; and
(c) if you agreed to this during the order process or, if we have a lawful basis to do so, to inform you about similar Equipment and services that we provide, but you may stop receiving these communications at any time by contacting us.
8.2 We only use your personal information in accordance with our Privacy Notice, available to view on our website. Please take the time to read our Notice here, as it includes important terms which apply to you, and explains how we safeguard any data which you provide to us.
9. TERMINATING THE CONTRACT
9.1 The Contract terminates at the end of the Hire Term or when the Equipment is no longer on hire to you or as otherwise stipulated in these Conditions.
10. THE EQUIPMENT
10.1 You are responsible for assessing and selecting the Equipment which are required, and for ensuring you fully understand the nature and performance of the Equipment, including any potentially harmful or hazardous effects of its use.
10.2 You will fully indemnify us against all Losses suffered or incurred by us in connection with any claim by any third party arising from the hire or use of the Equipment to you. This clause 10.2 shall survive termination or expiry of the Contract.
11. ADDITIONAL TERMS ON CHARGES AND PAYMENT
11.1 We may increase the hire charges for the hire of the Equipment and other fees and charges payable to us to reflect any increase in the cost to us in hiring the Equipment that is due to but not limited to:
(a) any factor beyond our control;
(b) any request by you to change the delivery/collection date(s), quantities or types of Equipment ordered for hire; or
(c) any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
11.2 The hire charges for the hire of the Equipment are exclusive of the costs and charges of delivery of the Equipment to the Delivery Location. Those delivery costs and charges will be added to your invoice at our standard rates.
11.3 Time for payment by you is of the essence. You must pay all amounts due under the Contract in full and cleared funds without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
11.4 We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us.
11.5 If you fail to make any payment due to us under the Contract by the due date for payment, in addition to any unpaid amount that should properly have been paid and our other rights, you will, at our option:
(a) pay interest on that amount (accruing on a daily basis from the due date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 4% per year above Bank of England’s base rate which is current at the date the payment became overdue (or if Bank of England’s base rate drops below zero, then at 4 per cent a year); or
(b) pay interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the due date for payment until payment is made in full, whether before or after any judgment,
and, at all times, you must pay the interest together with the overdue amount.
12. PROVIDING THE EQUIPMENT TO YOU
12.1 Each Order shall specify whether the Equipment are to be:
(a) delivered to you at the Start Date and picked up by us at the end of the Hire Term; or
(b) made available for collection by you at our Registered Office (Collection Location).
12.2 If you require us to deliver or collect your Order, you will be charged a delivery/collection charge in accordance with our standard delivery rates.
Delivery by us
12.3 If we agree to deliver the Equipment to you and collect it at the end of the Hire Term, we shall deliver and collect the Equipment to and at the location set out in the Order (subject to clause 12.4) or such other location as the parties agree (Delivery Location) at any time after before the Start Date and end of the Hire Term. The Equipment shall be deemed delivered on its arrival of the Equipment at the Delivery Location by us.
12.4 Where we are delivering the Equipment to you, delivery shall be completed on the Equipment's arrival at the Delivery Location (or, where appropriate in the driver’s opinion, to the nearest suitable road to the Delivery Location at which the vehicle can safely and lawfully unload).
12.5 You are responsible for all steps that need to be taken for the protection of persons and property where Equipment are delivered and deposited and you will indemnify us in respect of all Losses we may incur as a result of your failure to do so.
12.6 You are responsible for providing a minimum of two individuals to assist with promptly loading/unloading the Equipment upon delivery and then collection of the Equipment at the end of the Hire Term.
Collection by you
12.7 We will contact you when your Order is ready to collect. Please do not attempt to collect your Order prior to being notified it is ready to collect. You can collect the Equipment at any time during the working hours of our Registered Office.
12.8 If you choose to collect your Order from us, the Equipment shall be deemed delivered when we make the Equipment available for collection at the Collection Location.
12.9 If you do not return the Equipment at the end of the Hire Term at the agreed return location agreed with us, without prejudice to its other rights and remedies, we will contact you for further instructions and may charge you for pick-up costs to recover the Equipment.
Other information
12.10 We shall not be liable for any delay in or failure of delivery caused by:
(a) your failure to make the Delivery Location available;
(b) your failure to prepare the Delivery Location as required for delivery of the Equipment;
(c) your failure to provide us with adequate instructions for delivery;
(d) your failure to provide a minimum of two individuals to assist with loading and unloading the Equipment;
(e) your failure to collect the Equipment from the Collection Location; or
(f) a Force Majeure Event.
12.11 The quantity of any consignment of Equipment as recorded by us upon dispatch by us or collection by you shall be conclusive evidence of the quantity received by you on delivery or collection (as applicable) unless you can provide reasonable evidence showing otherwise within 2 hours of the Equipment arriving at the Delivery Location or being collected by you (as applicable).
12.12 Any dates and times quoted for delivery or when the Equipment will be available for collection are approximate only, and the time is not and will not be made of the essence by notice. We will not be liable to you for failure to deliver on any date or time. Without limiting the generality of the foregoing, we will under no circumstances be liable to you, whether in contract, tort (including negligence) or otherwise, for any loss or damage you incur whether direct or indirect (including any liability you incur with any third party) resulting from any delay in delivery of the Equipment, or failure to deliver the Equipment within a reasonable time.
12.13 Our liability for non-delivery of Equipment or shortages in the quantity of any Equipment shall be limited to replacing any relevant Equipment within a reasonable time, or (at our option) issuing refund at the pro-rata Contract price against any invoice raised for such Equipment.
13. RISK
13.1 The risk in the Equipment will pass to you at the time of delivery to you/collection by you (or deemed delivery or collection). Risk will pass back to us when we have collected or you have returned the Equipment to us.
14.1 We warrant that (subject to the provisions of this clause 14) during the Hire Period the Equipment shall conform in all material respects with their description and any applicable Specification, and shall be free from material defects in design, material and workmanship.
14.2 Subject to clause 14.3, if:
(a) during the Hire Period you give notice in writing to us immediately on discovering that some or all of the Equipment do not comply with the warranty set out in clause 14.1 (and in respect of defects which are obvious upon a reasonable inspection at the time of delivery or collection, you advise us in person or by telephone immediately and give prompt notice in writing thereafter); and
(b) we are then given a reasonable opportunity to examine those Equipment before it is used, further damaged or otherwise interfered with, and (if asked to do so) you return them to us or allow us to collect the Equipment concerned,
then we shall, as your sole and exclusive remedy and at our option, repair or replace the defective Equipment, or refund the price of the defective Equipment (or a pro-rated amount if you have enjoyed the use of the Equipment during the Hire Term). These Conditions shall apply to any repaired or replacement Equipment supplied by us.
14.3 We shall not be liable for the Equipment's failure to comply with the warranty set out in clause 14.1 in any of the following events:
(a) if you make any further use of such Equipment after giving notice in accordance with clause 14.2;
(b) if the defect arose because you failed to follow our instructions as to the appropriate storage, movement, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;
(c) if you alter or repair the Equipment without our written consent;
(d) if the defect arose because of fair wear and tear, wilful damage or negligence (other than by us) or acts or omissions by you, your agents or sub-contractors; or
(e) if the Equipment differ from their description or any Specification as a result of changes made to ensure they comply with applicable laws or regulatory requirements. We may amend the description or any Specification related to the Equipment at any time to comply with applicable laws or regulatory requirements.
14.4 Where you have requested on-site support, we will provide it during the Hire Term with reasonable skill and care, subject to you complying with clause 5.6.
14.5 Except as provided in this clause 14, we give no warranties and makes no representations in relation to the Equipment and shall have no liability to you in respect of the Equipment's failure to comply with the warranty set out in clause 14.1, and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
15.1 Our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 15.
15.2 Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any other losses which cannot be excluded or limited by applicable law.
15.3 Subject to clause 15.1:
(a) we shall not be liable for any consequential, indirect or special losses;
(b) we shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of revenue; loss or corruption of data; loss or damage to equipment; loss of use; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill; and/or wasted expenditure; and
(c) our total liability to you shall in no circumstances exceed the hire charges and other charges and fees payable by you in respect of the Equipment hired under the Contract.
15.4 This clause 15 shall survive the expiry or termination of the Contract.
16. FORCE MAJEURE
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by a Force Majeure Event.
16.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Equipment to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
17. CANCELLATION AND SUSPENSION
17.1 We may terminate the Contract (whether in whole or part) or any other contract which we have with you at any time by giving you notice in writing if:
(a) you commit breach of the Contract (including, if you fail to pay any amount due under this Contract on the due date for payment); or
(b) if you suffer an Insolvency Event.
17.2 If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Contract, you shall immediately notify us in writing.
17.3 Termination of the Contract, however arising, shall not affect our rights, remedies and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
17.4 Without limiting our other rights or remedies, we may suspend supplies of Equipment under the Contract or any other contract which we have with you if we are otherwise permitted to terminate the Contract under this clause 17.
18. HEALTH AND SAFETY
Certain Equipment supplied by us could, if incorrectly used, give rise to risks to health and safety. It is your responsibility to ensure compliance by your employees, members and customers with any safety instructions given by us in relation to those Equipment and to take other steps or precautions, having regard to the nature of the Equipment, as reasonably necessary to preserve the health and safety of any person handling, using or disposing of them.
19. NOTICES
19.1 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first-class post or other next Working Day delivery service or e-mail. Notices to you from us may also be posted on our website. Any "day to day" queries may be dealt with over the telephone.
19.2 A notice or other communication shall be deemed to have been received:
(a) if delivered personally, at the time of delivery;
(b) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting;
(c) if sent by e-mail, one Working Day after transmission; or
(d) if posted by us on our website, immediately.
19.3 Notice shall be sent by:
(a) us to you to the address and email address recorded by us on your Order; and
(b) you to our Registered Office and email address set out in the Order.
19.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. GENERAL
20.1 The rights and remedies provided in the Contract for us only are cumulative and not exclusive of any right and remedies provided by law.
20.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
20.3 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of our rights or obligations under the Contract.
20.4 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between you and us, other than the contractual relationship expressly provided for in it.
20.5 You recognise that any breach or threatened breach of the Contract may cause us irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to us, you acknowledge and agree that they are entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
20.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, both parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.7 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by us 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20.8 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
20.9 You confirm that you have authority to bind any person on whose behalf you order the Equipment for hire.
20.10 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, both parties. However, you acknowledge and accept we may amend these Conditions from time to time at our discretion (provided such changes will not apply to any current Contracts) every time you order Equipment from us.
20.11 This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
20.12 Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract, its subject matter or formation (including non-contractual disputes or claims).
20.13 In these Conditions, unless the context requires otherwise:
(a) a reference to the Contract includes these Conditions and the Order;
(b) any clause or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of the Conditions;
(c) a reference to a party includes that party’s personal representatives, successors and permitted assigns;
(d) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
(e) words in the singular include the plural and vice versa;
(f) any words that follow ‘including’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
(g) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
(h) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter our liability;
(i) a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
(j) an obligation of yours to indemnify us against any Losses is to be construed as including an obligation to indemnify and hold harmless and keep us indemnified on demand and in full from and against each such Losses and against each liability incurred in defending or settling a claim alleging each such liability.
DEFINED TERMS
In these Conditions the following definitions apply:
Collection Location: has the meaning given to it in clause 12.1;
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with its terms;
Contract: the agreement between the parties for the hire of the Equipment in accordance with these Conditions;
Current Condition Report: has the meaning given to it in clause 5.2;
Date of Departure: means the date communicated to you by us in your Order in which the Equipment will leave our Registered Office for delivery to you;
Delivery Location: has the meaning given to it in clause 12.3;
DW cover: has the meaning given to it in clause 7.1;
Equipment: the equipment set out in the Order that have been accepted for hire by us;
Force Majeure Event: any event beyond our reasonable control, preventing or delaying it from performing its obligations under the Contract;
Hire Term: has the meaning given to it in clause 4.1;
Insolvency Event: means:
(a) you suspend, or threaten to suspend payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;
(b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;
(c) being a company:
(i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;
(ii) 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 you;
(iii) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
(d) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
(e) a creditor or encumbrancer 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 your assets and such
(f) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(g) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy;
Losses: all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);
Order: your order for the Equipment hire placed with us;
Promotional Material: has the meaning given to it in clause 3.1;
Specification: any descriptions, instructions, manuals, literature, technical details or other related materials supplied by us in connection with the Equipment;
Start Date: has the meaning given to it in clause 4.1;
VAT: means value added tax, as defined by the Value Added Tax Act 1994;
Working Day: means a day other than a Saturday, Sunday or bank or public holiday; and
You: means the person or firm who purchases the Equipment from us.