VE Projects Ltd

Terms and conditions for the Hire of Goods

These terms and conditions (the "Terms") apply between VE Projects Ltd. whose details are provided at the end of these Terms (the "Company") and you, the customer identified in the Delivery Note, with respect to the Goods (as these terms are defined under clause ?4.1 below).

1. 1.
   Interpretation
   1. 1.1
      A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
   2. 1.2
      Words in the singular include the plural and in the plural include the singular.
   3. 1.3
      A reference to one gender includes a reference to the other gender.
   4. 1.4
      Condition headings do not affect the interpretation of these conditions.
   5. 1.5
      You shall not be considered as a 'Consumer' as this term is defined under the Consumer Protection Act or the Consumer Protection (Distance Selling) Regulations 2000, nor will you be considered as 'dealing as consumer' as this term is defined under the Unfair Contract Terms Act 1977.
   6. 1.6
      For the avoidance of doubt, it is clarified that the Goods are not of a type ordinarily supplied for private use or consumption and are not sold for that purpose.
2. 2.
   Your Representations and Warranties
   1. 2.1
      You represent and warrant that you hire the Goods as part and in the course of your business, trade or profession, and that you do not wish to use Goods for you own private use.
   2. 2.2
      If you are not located within the UK and/or if the Goods are to be sent by the Company, at your request, to any location outside the UK, you hereby warrant that the Goods can be legally sent to you or to such location, and that these Terms are binding under the laws of such place, at least to the same extent as they are in the UK.
   3. 2.3
      You are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and your purchase of products from the Company shall not infringe any law, agreement or third party's right.
3. 3.
   Application of Terms
   1. 3.1
      The hire of the Goods shall be subject to these Terms to the exclusion of all other terms and conditions not explicitly referred to in these Terms (including any terms or conditions which you may purport to apply under any order, confirmation of order, specification or other document), for the Delivery Note that is incorporated to these Terms by reference.
   2. 3.2
      Any variation to these Terms and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Terms.
   3. 3.3
      The acceptance of the Goods by you shall be deemed to be an acceptance by you to hire the Goods from the Company "As Is", subject to these Terms.
4. 4.
   Description
   1. 4.1

      The quantity, names, types and description of the ordered products, the price, the Period (as this term is defined below) and its commencement date and your identity shall be as set out in the delivery note attached to these Terms (the "Delivery Note").

      For the Purpose of these Terms, the "Goods" means the products set out in the Delivery Note together with all replacements of such equipment and all accessories, additions, manuals etc.

      For the Purpose of these Terms, the "Period" means the period of the rent of the Goods. The Period shall start on the earlier between: the date on which the Goods are delivered to you or the date on which the Goods are available for collection by you (as provided in clause 5.2 below).

   2. 4.2
      All samples, 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 Goods described in them, and shall not form a part of these Terms.
5. 5.
   Delivery
   1. 5.1
      Unless specifically agreed otherwise, delivery of the Goods shall take place at the Company's place of business in London: Media Park, 40b River Road, IG11 0DW United Kingdom. The time intended for delivery shall be set out in the Delivery Note.
   2. 5.2
      A new customer will only be entitled to take delivery once it has provided the Company with two business references to the full satisfactory of the Company and with bank references to the full satisfactory of the Company.
   3. 5.3
      Unless specifically agreed otherwise, you shall be responsible to take delivery of the Goods within 7 days of the Company giving notice that the Goods are ready for delivery, from the Company's premises. You shall be responsible to arrange, at your expense, transport and adequate and appropriate equipment and manual labour for loading the Goods at the delivery point.
   4. 5.4
      You (and/or any person taking possession of the Goods on your behalf) shall be responsible to inspect the conditions of the Goods, upon collecting them. The acceptance of the Goods by at the delivery point shall be deemed to be a confirmation of the condition of the Goods and of your acceptance of the Goods at such condition.
6. 6.
   Delivery Dates and Non-Delivery
   1. 6.1
      The Company does its best endeavors to meet the expected delivery times. However, when deliveries are made by third parties and as delivery times may be affected by factors beyond the Company's control and therefore cannot be guaranteed. The Company will make every effort to keep you informed in that respect.
   2. 6.2
      Subject to the other provisions of these Terms if and to the extent that the delivery is not made by the Company or if the delay is not due to the gross negligence of the Company, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
   3. 6.3

      If for any reason you fail to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time, because you have not provided the Security, the appropriate instructions, documents, licences or authorisations:

      1. (a)
         risk in the Goods shall pass to you (including for loss or damage caused by the Company's negligence);
      2. (b)
         the Goods shall be deemed to have been delivered; and
      3. (c)
         the Company may store the Goods until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
   4. 6.4
      The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business in London shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
   5. 6.5
      The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless you give a written notice to the Company of the non-delivery promptly after such time as the Goods would in the ordinary course of events have been received.
   6. 6.6
      Any liability of the Company for non-delivery of the Goods shall be limited to [issuing a credit note] for the applicable payments.
7. 7.
   Return Date
   1. 7.1
      All Good should be returned to the Company at the end of the Period (the "Return Date").
   2. 7.2
      Upon returning of the Goods, the Company shall inspect the conditions of the Goods. If the goods are damaged in any way (save for normal tear and wear) the Company may invoice and charge you with the cost of any repair and the devaluation of the Goods. If the Goods should be repaired (as shall be determined by the Company in its sole discretion) the Goods shall be considered returned only on the date on which the Goods are returned from such repair and the provisions of clause 7.3 below shall apply.
   3. 7.3
      If the Goods are not returned on the Return Date, you will be charged for every day (or any part thereof), based on the Company's then daily rental rates. If the Goods (or any part of them) are not returned within 30 days from the Return Date, the Security will be realized by the Company and the Goods shall be deemed to have been sold to you for a consideration equal to the Security. In such event, the Company shall not give any warranty with respect to the sold Goods, and you shall not have any claim to the Company with respect to such forced sale.
   4. 7.4
      The provisions of this clause shall survive the termination of these Terms.
8. 8.
   Risk and Insurance
   1. 8.1
      The Goods shall be at your risk for the entire Period, as of the time of delivery. For the avoidance of doubt, it is clarified that the Company shall not be held responsible for any damage done to the Goods during transportation, even if the damage was due to inadequate packing made by the Company, or the transportation was arranged by the Company.
   2. 8.2

      You shall be responsible for any damage whatsoever that may occur to the Goods during the Period and/or while in your possession. If the Goods are damaged you shall notify the Company immediately. You may not repair the Goods without a prior written approval from the Company. Unless the costs of the repairs and/or losses and/or damages to the Goods are covered by the insurance made under clause 8.3, you shall bear all such costs, losses or damages.

      The Company may repair (or have repaired) any of the Goods which were damaged. During such repairs, the Period shall continue and you shall continue to pay the company with all due and appropriate amounts.

   3. 8.3

      You shall keep the Goods, for the entire Period, insured with a reputable insurance company against any loss or damage from all risks up tothe replacement value of the Goods supplied. The insurance policy shall exclude subrogation rights, and shall include the Company as an additional insured beneficiary. Prior to the Delivery and as a pre-condition, you shall provide the Company with a copy of the policy and evidence that any applicable premiums have been paid.

      You shall not use or allow the Goods to be used for any purpose not permitted under the terms of the policy or do any other act (or omission) that may invalidate the insurance.

      If you fail to pay any premium or other payment with respect to the insurance, the Company may pay such payments in your stead and you shall promptly repay the Company any and all such amounts.

   4. 8.4
      Save for normal tear and wear, you shall indemnify the Company against any and all costs, losses or damages to the Goods that are not recoverable under the policy of insurance, including amounts deducted by the insurers.
   5. 8.5
      The provisions of this clause shall survive the termination of these Terms.
9. 9.
   Maintenance

   In addition to any other provision in these Terms, during the entire Period, you shall:

   1. 9.1
      ensure that the Goods are operated properly by competent persons and in accordance with all instructions, guidance provided from time to time by the Company.
   2. 9.2
      ensure that the Goods are used or operated at all times in accordance with all applicable laws and regulations and indemnify the Company against all costs, fines, penalties, liabilities and damages arising in connection with any non-compliance to any law or regulation;
   3. 9.3
      ensure that all applicable, required and/or common safety measures are taken while using the Goods;
   4. 9.4
      use the Goods only for your professional or business purposes. The Goods are not to be used for any purposes for which it was not designed;
   5. 9.5
      not repair the Goods or make any modification to or make any alterations additions or repair to the Good without the prior written consent of the Company. Notwithstanding, you shall maintain the Goods at the same condition as were delivered to you;
   6. 9.6
      not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
   7. 9.7
      bear all costs for all repairs of any damage to the Goods resulting from negligence or improper use of the Goods;
   8. 9.8

      permit the Company at all reasonable times to enter to any premises where the Goods are located to inspect and test the condition of the Goods;

      For the avoidance of doubt it is clarified that you may not transfer the Goods to any third party, without the prior written consent of the Company.

10. 10.
    Title
    1. 10.1
       Notwithstanding anything to the contrary under these Terms or under any other applicable terms, during the entire Period the Goods remain the property of the Company and you shall have no rights to the Goods not explicitly provided to you under these Terms.
    2. 10.2
       The Company may assign, sell or transfer any of its rights with respect to the Goods, provided that your rights under these Terms are not impaired. You may not assign any of your rights with respect to the Goods, without the prior written consent of the Company.
11. 11.
    Price
    1. 11.1
       Unless otherwise agreed by the Company in writing, the price for hire of the Goods shall be as set out in the Delivery Note.
    2. 11.2
       The price for the hire of the Goods shall be exclusive of value added tax or any other applicable tax, charge or custom, and all costs or charges in relation to delivery, transportation, packaging, loading, unloading, carriage and insurance, all of such amounts shall be paid by you in addition to the payment for the Goods as set as set out in Clause 11.1 above. The total cost of the hire of the Goods to be paid to the Company shall be set out in the Delivery Note.
12. 12.
    Payment Terms
    1. 12.1
       Subject to clause 12.4, the payment of the price for the Goods is due in pounds sterling and shall be made on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered.
    2. 12.2
       Time for any payment shall be of the essence.
    3. 12.3
       No payment shall be deemed to have been received until the Company has received cleared funds.
    4. 12.4
       All payments payable to the Company in connection with these Terms shall become due immediately on their termination despite any other provision.
    5. 12.5
       You shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you has a valid court order requiring an amount equal to such deduction to be paid by the Company to you.
    6. 12.6

       If you fail to pay the Company any sum due in connection with these Terms, you shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, 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.

       Without derogating from the above and without prejudice to any other right or remedy available to the Company the Company shall also be entitled to:

       1. (a)
          terminate these Terms and any other agreement made between the Company and you or suspend any further deliveries to or work for the Hirer; and/or
13. 13.
    Quality/Warranty
    1. 13.1

       The Company warrants that (subject to the other provisions of these Terms) on delivery the Goods shall:

       1. (i)
          be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
       2. (ii)
          be reasonably fit for its ordinary use; and
       3. (iii)
          be reasonably fit for any particular purpose for which the Goods are being bought if you had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for you to rely on the skill and judgement of the Company.
    2. 13.2

       The Company shall not be liable for a breach of any of the warranties in clause ?13.1 if:

       1. (a)
          you make any further use of such Goods after giving such notice; or
       2. (b)
          the defect arises because you failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
       3. (c)
          you alter or repair such Goods without the written consent of the Company; or
       4. (d)
          any such damage or fault to the Goods is due to mishandling, negligence, abuse or unreasonable or improper use or installation of the equipment.
    3. 13.3
       Subject to clause 13.2 above, if any of the Goods does not conform with any of the warranties in clause 13.1 the Company shall at its option replace such Goods (or the defective part) within 48 hours from the receipt of your notice in that respect, or refund the price of hiring such Goods at the pro rata rate provided that, if the Company so requests, you shall return the Goods or the part of such Goods which is defective to the Company.
    4. 13.4
       If the Company complies with clause 13.3 it shall have no further liability for a breach of any of the warranties in clause 13.1 in respect of such Goods.
    5. 13.5
       To the maximum extent permitted by law and unless explicitly provided otherwise under these Terms, the Company does provide you with any warranty, explicit or implied, in connection with the Goods, including their fitness for any purpose, and any such warranties are hereby explicitly excluded.
14. 14.
    Limitation of Liability
    1. 14.1
       
       

       Subject to clauses 5, 6, and 13, 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 you in respect of:

       1. (a)
          any breach of these conditions;
       2. (b)
          any use made or resale by you of any of the Goods, or of any product incorporating any of the Goods; and
       3. (c)
          any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms.
    2. 14.2
       All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Terms.
    3. 14.3

       Nothing in these conditions excludes or limits the liability of the Company:

       1. (a)
          for death or personal injury caused by the Company's negligence; or
       2. (b)
          under section 2(3), Consumer Protection Act 1987; or
       3. (c)
          for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
       4. (d)
          for fraud or fraudulent misrepresentation.
    4. 14.4

       Subject to clauses 14.2 and 14.3:

       1. (a)
          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 these Terms shall be limited to the price paid for the Goods; and
       2. (b)
          under section 2(3), Consumer Protection Act 1987; or
       3. (c)
          for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
       4. (d)
          The Company shall not be liable to you for loss of income, loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these Terms.
15. 15.
    Indemnity

    You shall hold the Company fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses resulted from or in connection with: (i) your use of the Goods, save for death or personal injury resulting from the negligence of the Company (ii) any breach of these Terms.

    The provisions of this clause shall survive the termination of these Terms.

16. 16.
    Termination
    1. 16.1

       The Company may terminate these Terms immediately if:

       1. (a)
          You have breached these Terms and have not remedied such breach within 14 days from receiving a notice to that effect, and/or if you fail to pay to the Company in full and on time any amount (under these Terms or under any other agreement).
       2. (b)
          you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of you or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of you or for the granting of an administration order in respect of you, or any proceedings are commenced relating to the insolvency or possible insolvency of you; or
       3. (c)
          you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under these Terms or any other contract between the Company and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
       4. (d)
          you encumber or in any way charge any of the Goods.
    2. 16.2
       Notwithstanding any other right it has under these Terms or any law, the Company may, in its sole discretion and for any reason, terminate these Terms, by providing you with a written notice 60 days in advance.
    3. 16.3
       Upon termination or expiration of these Terms, for whatever reason, your right to hold the Goods shall terminate, and you shall promptly return the Goods to the Company.
    4. 16.4
       Upon termination or expiration of these Terms, for whatever reason, each Party's rights and obligations under these Terms shall be released and discharged in full, except for rights incurred and obligations accrued prior to such termination (including the obligation to pay any amounts accrued but unpaid at the termination) date and/or right that by their nature should survive the termination of these Terms (including your obligation to pay for late return of the Goods or the repair of damaged Goods).
17. 17.
    Force Majeure

    The Company reserves the right to defer the performance of any of its obligations under these Terms or to cancel these Terms (without liability to you) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, you shall be entitled to give notice in writing to the Company to terminate these Terms.

18. 18.
    Governing Law and Jurisdiction

    The formation, existence, construction, performance, validity and all aspects of these Terms shall be governed by and construed in accordance with the English law without respect to its conflict of laws principles, and the parties submit to the exclusive jurisdiction of the English courts with competent jurisdiction.

19. 19.
    General
    1. 19.1
       The Company may assign these Terms or any part of them to any person, firm or company. You may not assign these Terms or any part of them without the prior written consent of the Company.
    2. 19.2
       These Terms together with the Delivery Note shall constitute the entire agreement between you and the Company concerning the hire of the Goods.
    3. 19.3
       Each right or remedy of the Company under these Terms is without prejudice to any other right or remedy of the Company whether under these Terms or not.
    4. 19.4
       If any provision of these Terms is found by any court, tribunal or administrative 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 these Terms and the remainder of such provision shall continue in full force and effect.
    5. 19.5
       Failure or delay by the Company in enforcing or partially enforcing any provision of these Terms shall not be construed as a waiver of any of its rights under these Terms.
    6. 19.6
       Any waiver by the Company of any breach of, or any default under, any provision of these Terms by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of these Terms.
    7. 19.7
       The parties to these Terms do not intend that any term of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
20. 20.
    Communications
    1. 20.1

       All communications between you and the Company about these Terms shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

       1. (a)
          in case of communications to the Company) to its registered office or such changed address as shall be notified by the Company; or
       2. (b)
          (in the case of the communications to you) to the registered office of the addressee (if it is a company) or (in any other case) to any address set out in advance in writing to the Company.
    2. 20.2

       Communications shall be deemed to have been received:

       1. (a)
          if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
       2. (b)
          if delivered by hand, on the day of delivery; or
       3. (c)
          if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
    3. 20.3
       Communications addressed to the Company shall be marked for the attention of VE projects Limited.
21. 21.
    Corporate Information

    The Company is VE Projects Ltd., company number 6319999, VAT number 918684678, registered at Media Park, 40b River Road, IG11 0DW United Kingdom and whose registered offices are at Media Park, 40b River Road, IG11 0DW United Kingdom and can be contacted through Tel No: +44(0)208 477 4630 Fax: +44(0)208 477 4631.