The Arts Centre Telford
Terms and Conditions
The Hirer’s attention is in particular drawn to the provisions of condition 6.4
1 Interpretation
1.1 In these Conditions the following words have the following meanings:
“the Company” The Arts Centre Telford, Holyhead Road, Ketley, Telford, TF1 5AN. A partnership between Bobby Standley, Ross Doodson and Ruth Standley.
“the Contract” means any contract between the Company and the Hirer for the hire of the Equipment and/or the supply of Services incorporating these Conditions;
“the Equipment” means the equipment and accessories (if any) agreed in the Contract to be supplied to the Hirer by the Company (including any part or parts of them);
“the Hirer” means the company who has agreed to hire the Equipment and/or requires the Services from the Company;
“Services” means any services to be performed by the Company.
1.2 In these Conditions (except where the contract otherwise requires) use of the singular includes the plural and vice versa.
1.3 In these Conditions headings will not affect the construction of these Conditions.
2 Application of Terms
2.1 Subject to any variation under condition 2.2 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Hirer purports to apply under any order, confirmation of order, specification or other document).
2.2 Any variation to these Conditions and any representations about the Equipment and/or the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. Nothing in this condition will exclude or limit the Company’s liability for fraudulent misrepresentation.
2.3 No order placed by the Hirer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Equipment to the Hirer.
2.4 The Hirer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.5 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Hirer. Any quotation is valid for a period of 90 days only from its date, provided that the Company has not previously withdrawn it.
3 Description
3.1 The description of the Equipment shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Equipment described in them. They will not form part of this Contract.
4 Commencement of Hire
4.1 The hiring of the Equipment will commence on the date on which the Equipment is delivered to or made available for collection by the Hirer or its agents.
4.2 The Company will use all reasonable endeavours to have the Equipment available for delivery or collection on the date specified by the Hirer but subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Equipment.
5 Rental
5.1 The Hirer will pay to the Company the Rental for the Hire Period in each case as stated in the Schedule attached to these Conditions.
5.2 The Rental shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Hirer will pay in addition when it is due to pay for the Equipment and the Services.
5.3 Payment is due 30 days after the date of the Company’s invoice.
5.4 Time for payment shall be of the essence and the Hirer shall be deemed to have repudiated this Contract if any Rental or other payments shall remain unpaid for more than 7 days after becoming due.
5.5 No payment shall be deemed to have been received until the Company has received cleared funds.
5.6 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
5.7 The Hirer shall make all payments due under the Contract without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise unless the Hirer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Hirer.
5.8 If the Hirer fails to pay the Company any sum due pursuant to the Contract the Company shall be entitled but not obliged to charge the Hirer interest on such sum from the due date for payment at the annual rate of 2% above the base rate from time to time of NatWest Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6 Limitation of Liability
6.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Hirer in respect of:
6.1.1 any breach of these Conditions; and
6.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
6.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
6.4 Subject to conditions 6.2 and 6.3:
6.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Rental; and
6.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of
profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
7 Contracts for Services
7.1 If the Contract is for or to include Services to be performed by the Company the following provisions shall apply:
7.2 The Company shall only be obliged to carry out Services during normal working hours and shall be entitled to charge for any overtime worked upon request by the Hirer.
7.3 Where Services are performed at the premises of the Hirer, the Hirer shall provide free of charge:
7.3.1 proper and safe storage and protection of all Equipment, tools, plant, equipment and materials on site;
7.3.2 free and safe access to the site and place where the Services are to be performed;
7.3.3 all facilities and services necessary to enable such Services to be performed safely and expeditiously;
7.3.4 the availability of all plant and equipment to permit the completion of the Services.
7.4 The Hirer shall pay the Company any expenses incurred by the Company by reason of a breach by the Hirer of any of its obligations in this condition without prejudice to the Company’s right to recover any loss thereby occasioned.
8 Use of Equipment
8.1 The Hirer may use the Equipment for the purposes of its business. The Equipment is not to be used, and the Hirer will not permit it to be used, for any purposes for which the Equipment is not expressly designed.
8.2 The Hirer agrees that it will not:
8.2.1 remove or interfere with identification marks or plates affixed to the Equipment nor attempt or purport to do so nor permit the same;
8.2.2 open the outer case of the Equipment;
8.2.3 use any original materials on or in connection with the use of the Equipment.
9 Duties of the Hirer
9.1 The Hirer shall during the continuance of this Contract:
9.1.1 ensure that the Equipment is operated properly and safely;
9.1.2 bear the cost of the repair or rectification of any damage to the Equipment resulting from negligence or improper use of the Equipment by the Hirer or any person permitted by the Hirer to use the Equipment;
9.1.3 not sell, assign, mortgage, let on hire or otherwise dispose of or part with possession of any Equipment or part thereof nor attempt or purport to do so;
9.1.4 take all necessary steps at its own expense to retain and recover possession and control of any Equipment of which the Hirer loses possession or control;
9.1.5 not use or permit the Equipment to be used or operated in a manner contrary to any statutory provision or regulation or any way contrary to law;
9.1.6 indemnify the Company against all fines, penalties or liabilities imposed on the Company or arising in respect of any non-compliance or contravention of any law or regulation, together with any cost or expense relating thereto incurred by the Company.
10 Indemnity
10.1 The Hirer shall be solely responsible for and hold the Company fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by the Company as a result of any accident involving the Equipment (other than death or personal injury resulting from the negligence of the Company, its employees or agents).
10.2 The Hirer shall be solely responsible for and hold the Company fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses suffered or incurred by the Company as a result of any breach or default on the part of the Hirer in the discharge of its obligations under this Contract.
11 Ownership
11.1 The Equipment shall at all times remain the property of the Company and the Hirer shall have no rights to the Equipment other than as hirer and the Hirer shall not do or permit or cause to be done any matter or thing whereby the rights of the Company in respect of the Equipment are or may be prejudicially affected.
12 Termination
12.1 If the Hirer shall fail to pay any Rental or other sum payable under this Contract (or under any other agreement between the Company and the Hirer) within 7 days of its becoming due (whether demanded or not) or shall commit a breach of the other Conditions or shall do or allow to be done any act or thing which in the opinion of the Company may jeopardise the Company’s rights in the Equipment or any part thereof, then in each and every such case the Hirer shall be deemed to have repudiated this Contract and the Company may thereupon or at any time within three months thereafter by written notice to the Hirer immediately terminate the leasing constituted by this Contract.
12.2 If any of the following events shall occur, namely:
12.2.1 if any distress, execution, or other legal process shall be levied on or against the Equipment or any part thereof or
against any premises where the same may be or against any of the Hirer’s goods or other property or the Hirer shall permit any judgment against it to remain unsatisfied for 7 days; or
12.2.2 if the Hirer shall enter into any liquidation, shall call any meeting of its creditors or shall have a receiver or receiver manager of all or any of its undertaking or assets appointed, or shall suffer the appointment or the presentation of a petition for the appointment of an Administrator under the provisions of Part II of the Insolvency
Act 1986, or shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts,
then in each and every such case the hire constituted by this Contract shall ipso facto and without notice terminate and no payment subsequently accepted by the Company without knowledge of such termination shall in any way prejudice or affect the operation of this condition.
12.3 The Hirer shall upon any termination under condition 12.1 or 12.2 pay to the Company:
12.3.1 all arrears of Rental then due and all other sums accrued due and unpaid at the date of termination, together with interest payable under condition 5.8; and
12.3.2 compensation for the loss suffered by the Company as a result of such termination, such loss being determined by the Company having regard to all relevant circumstances; and
12.3.3 any other sums which are or become due to the Company or to which the Company is entitled by way of damages.
The termination of the hire constituted by this Contract shall not affect any rights of the Company or liabilities of the Hirer subsisting at the date of termination.
12.4 On termination of the hire or on expiry of the Hire Period, the Hirer shall no longer be in possession of the Equipment with the Company’s consent and shall (unless otherwise agreed with the Company) immediately return the Equipment (including accessories where fitted) to the Company at such address as the Company may direct in good order and in good working condition and at the Hirer’s expense and risk. Without prejudice to the foregoing or to the Company’s claim for any arrears of Rental or damages for any breach by the Hirer of this Contract or any other rights hereunder, the Company or its authorised representatives may at any time after such termination or expiry of the Hire Period without notice retake possession of the Equipment and for such purpose enter upon any premises belonging to or in the occupation or control of the Hirer and the Hirer shall be responsible for all costs, charges and expenses so incurred in retaking possession of the Equipment.
13 Continuation payment
13.1 Without prejudice to the provisions of condition 12.4, as from the due expiration of the Hire Period and until such time as the Equipment shall have been returned the Hirer will pay by way of recompense for the continued use of the Equipment a daily sum at the same rate per day as the Rental payments previously due.
13.2 This condition shall not confer upon the Hirer any right to the continued use or possession of the Equipment.
14 Force Majeure
14.1 Although the Company will use all reasonable endeavours to discharge its obligations under this Contract in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its control.
15 Insurance
15.1 If the Hirer arranges his own insurance the Hirer will from the date on which the Equipment is delivered or made available for collection by the Hirer or its agents until such time as the Equipment shall have been returned, without prejudice to the liability of the Hirer to the Company, keep the Equipment (including any replacement Equipment) insured with an insurance company of good repute or with Lloyd’s Underwriters against loss or damage from all risks (including third party risks). The Hirer shall notify its insurers that the Equipment is on hire from the Company and request the insurers to endorse a note of such interest on the policy of insurance
naming the Company as loss payee, shall on demand show to the Company the policy of insurance, the premium receipts and insurance certificate and shall not use or allow the Equipment to be used for any purpose not permitted by the terms and conditions of the policy of insurance or do or allow to be done any act or thing whereby the insurance may be invalidated. If the Hirer shall make default in the payment of any premium in respect of the insurance the Company may pay such premium in which event the Hirer shall repay the amount thereof to the Company on demand. The Hirer shall indemnify the Company against all loss or damage to the Equipment not recoverable under the policy of insurance.
15.2 Where any event or accident shall occur which is a risk covered by the Hirer’s insurance, the Hirer shall immediately notify the Company, shall not compromise any claim without the consent of the Company, shall allow the Company to take over the conduct of negotiations (except in relation to claims of the Hirer for personal injuries, loss of use of the Equipment, or loss or damage to the property of the Hirer unconnected with the Equipment) and shall at the expense of the Hirer take such proceedings (in the sole name of the Hirer or jointly with the Company) as the Company shall direct, holding all sums recovered, together with any monies received by the Hirer under its policy of insurance, on trust for the Company and paying or applying the same as the Company directs. If the Equipment is declared a total loss, the hire shall terminate. In such event the Company shall apply any proceeds of insurance received by it at its option:
15.2.1 towards a replacement of equivalent value which replacement shall be deemed to be included in this Contract for all purposes and the Hirer shall continue to be liable to pay Rental as if such loss had not taken place; or
15.2.2 in or towards payment to the Company of the sum necessary to compensate the Company for the loss of profit suffered as a result of the loss of that Equipment.
15.3 The Company shall have the right itself to repair or have repaired any Equipment which is the subject of an accident. If the Company does not choose to do so the Hirer shall be liable to reinstate or repair at its own expense (but subject to any insurance proceeds) Equipment which has not become a total loss and shall continue to pay Rental in respect of such Equipment during such reinstatement or repair.
15.4 The Hirer will be liable to pay to the Company any amount deducted by the insurers by way of excess or in respect of damage caused
to the Equipment prior to the date of total loss, and (subject to the application of insurance proceeds under condition 15.2.2) shall indemnify the Company against all and any loss suffered by it in consequence of the loss or destruction of the relevant Equipment.
16 Cancellation
16.1 If the Hirer cancels an order following acceptance by the Company of the order the Hirer shall pay the Company cancellation payment as follows:
16.1.1 where cancellation is less than 7 days before the commencement of the Hire Period for an event to be held within the United Kingdom, 50% of the Rental;
16.1.2 where cancellation is less than 14 days before the commencement of the Hire Period for an event to be held outside the United Kingdom, 25% of the Rental;
16.1.3 where cancellation is when the Equipment is in transit, 100% of the Rental
and the Hirer will also pay any expenses incurred by the Company in the event of cancellation.
17 General
17.1 The Company reserves the right to subcontract the fulfillment of the Contract or any part thereof.
17.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
17.3 It shall be the responsibility of the Hirer to ensure that all requirements applicable to the Contract, whether statutory, regulatory, municipal and/or otherwise howsoever, are duly complied with. It shall be a condition precedent to the performance by the Company of its obligations under the Contract that all necessary licences, permits and consents shall have been obtained by the Hirer.
17.4 If any provision of the Contract is found by any court, tribunal or administration body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in force and effect.
17.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
17.6 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
17.7 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.8 Any notice shall be in writing and may be served by pre-paid first class letter post or delivery to the registered office or the last known address of the addressee. In proving service of any letter it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Service shall be deemed to be effective at noon of the second business day following the day of posting and any notice delivered to an address by hand shall be deemed to be effective from the date of such delivery.
17.9 This Contract shall be governed by English law.
17.10 The parties irrevocably submit to the exclusive jurisdiction of the English court save in the case of a Hirer who has no assets within the jurisdiction of the English courts and who is established in a country which will not enforce the judgement of the English courts. In those circumstances the Company may if it chooses refer any disputes arising out of or in connection with this Contract to Arbitration under the Rules of the London Court of International Arbitration which Rules are deemed to be incorporated by reference into this condition, such arbitration to take place in London.
END OF TERMS AND CONDITIONS
LAST UPDATED: 05-February-22