Terms & Conditions of Hire & Asset Management

Selo – Terms & Conditions of Hire & Asset Management.pdf

1 .  Interpretation

1.1.  The following words have the following meanings:

“Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the hire of Hire Goods;
“Customer” means the firm, company or other organisation hiring Hire Goods;
“Deposit” means an advance payment required by the Supplier in relation to the Hire Goods;
“Hire Goods” means the Tempus Temporary Fire Door Set and Accessories owned by the Supplier and hired to the Customer;
“Hire Period” means the period of hire agreed between the Customer and Supplier.
“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Rental” means the Supplier’s charging rate for the hire of the Hire Goods during the Hire Period;
“Supplier” means Linear Building Innovations Limited t/a Selo, company number 09247787, K2 Kents Hill Business Park, Timbold Drive, Milton Keynes, MK7 6BZ
“Services” means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the hire of Hire Goods.

 

2. Basis of Contract

2.1.  Hire Goods are hired subject to them being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Hire Goods being unavailable for hire where the Hire Goods are unavailable due to circumstances beyond the Supplier’s control.

2.2.  This is a business to business contract and, as such, the Hire Goods are not covered by the Consumer Credit Act 1974.

 

3. Payment Terms

3.1.  The amount of any Deposit, Rental and/or charges for any Services shall be as quoted to the Customer. Where a Deposit is required for the Hire Goods it must be paid in advance of the Customer hiring the Hire Goods.

3.2.  The Customer shall pay the Rental, charges for any Services (if applicable) and/or any other sums payable under the contract to the Supplier at the time and in the manner agreed. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.

3.3.  Payments by the Customer on time under the Contract are a condition of the Contract.

3.4.  If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest on the amount unpaid at the rate of 8% above the Bank of England base rate.

3.5.  The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

 

4. Risk Ownership & Insurance

4.1.  Risk in the Hire Goods will pass immediately to the Customer on delivery to the Customer.

4.2.  Risk in the Hire Goods will not pass back to the Supplier from the Customer until the Hire Goods are safely returned to the Supplier.

4.3.  Legal ownership of the Hire Goods remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Goods.

4.4.  The Customer shall at all times insure the Hire Goods. The proceeds of any such insurance shall be held by the Customer in trust for the Supplier and be paid to the Supplier on demand.

 

5. Delivery, Collection & Services

5.1.  It is the responsibility of the Customer to collect the Hire Goods from the Supplier and return them to the Supplier at the end of the Hire Period. If the Supplier agrees to deliver or collect the Hire Goods to and/or from the Customer it will do so at its standard delivery cost and such delivery and/or collection will form part of the Services.

 

6. Quality of Goods

6.1.  The Customer shall during the duration of the Contract:

  • Not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take all reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer;
  • Notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods;
  • Take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks;
  • Permit the Supplier at all reasonable times to inspect the Hire Goods including providing unrestricted access to any property where the Hire Goods are situated;
  • Keep the Hire Goods at all times in its possession and control;
  • Be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions except to the extent that the Supplier has agreed to provide them as part of any Services;
  • Not do or omit to do anything which will or may be deemed to invalidate any policy of insurance relating to the Hire Goods;
  • Not continue to use Hire Goods where they have been damaged and will notify the Supplier immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person;
  • The Hire Goods must be returned by the Customer in good working order and condition, fair wear and tear excepted.

 

7.  Maintenance

7.1.  At its own cost, The Customer will install the Hire Goods and carry out all routine maintenance to the Hire Goods during the Hire Period.

7.2.  Should the Customer wish to carry out any repairs to the Hire Goods, the Customer must notify the Supplier in advance of any repairs being undertaken. The Supplier reserves the right to carry out any repairs itself which, if undertaken, will be at the Customer’s cost.

7.3.  In the event of any inherent defects in the Hire Goods, the Customer must notify the Supplier without delay. The Supplier will repair any inherent defects or replace the Hire Goods at its option and expense.

 

8. Loss or Damage to the Hire Goods – Customers Responsibilities

8.1.  Following delivery to the Customer, the Customer shall be liable for any loss or damage to the Hire Goods, howsoever caused.

8.2.  In the event of any loss or damage pursuant to clause 8.1, the Customer shall be fully liable for the cost of any repair to and/or replacement of the Hire Goods.

8.3.  If the Hire Goods are returned in damaged, unclean and/or in a defective state except where due to an inherent fault in the Hire Goods the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for re-hire and to pay the Rental, in accordance with the provisions of clause 8.4. until such repairs and/or cleaning have been completed.

8.4.  The Customer shall pay the Rental for the Hire Goods for the full duration of the Hire Period irrespective of whether the Hire Goods have been lost, stolen and/or damaged beyond economic repair.

TERMINATION BY NOTICE
8.5.  The Hire Period has a fixed duration. The Customer shall not be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the Supplier.

 

9. Default & Termination by Supplier

9.1.  If the Customer:-

  • Fails to make any payment to the Supplier when due;
  • Breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
  • Persistently breaches the terms of the Contract;
  • Provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
  • Pledges, charges or creates any form of security over any Hire Goods, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition presented against it or the Customer takes or suffers any similar action in any jurisdiction;
  • Being a company, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, any attachment order is made against the Customer, any distress, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;
  • Appears to the Supplier to be financially unable to meet its obligations under the Contract; and/or
  • Appears to the Supplier to be about to suffer any of the above events;
    then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 9.2 below.

9.2.  If any of the events set out in clause 9.1 above occurs in relation to the Customer then:-

  • The Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Hire Goods owned by the Supplier may be and repossess any Hire Goods;
  • The Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;
  • The Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or
  • All monies owed by the Customer to the Supplier shall immediately become due and payable.

9.3.  Any repossession of the Hire Goods shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Hire Goods.

9.4.  Upon termination of the Contract the Customer shall immediately:

  • Return the Hire Goods to the Supplier or make the Hire Goods available for collection by the Supplier as requested by the Supplier; and
    9.4.2 pay to the Supplier all arrears for Rentals, Charges for any Services and/or any other sums payable under the Contract.

 

10. Limitations of Liability

10.1.  All warranties, representations, terms, conditions and duties implied by law relating to fitness for purpose and/or quality are excluded to the fullest extent permitted by law.

10.2.  Any defective Hire Goods must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will consider any Liability for defective Hire Goods.

10.3.  The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Hire

10.4.  Goods and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

10.5.  The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.

10.6.  The Supplier shall have no Liability to the Customer for any:-

  • Consequential losses (including loss of profits and/or damage to goodwill);
  • Economic and/or other similar losses;
  • Special damages and indirect losses; and/or
  • Business interruption, loss of business, contracts and/or opportunity.
  • The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract shall not exceed 5 times the amount of the Rental and charges for Services (if any) due under that contract.
  • Nothing in this Contract shall exclude or limit the Liability of the Supplier for death or personal injury due to the Supplier’s negligence.

 

11. General

11.1.  The Customer agrees to indemnify and keep indemnified the Supplier against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer.

11.2.  The Supplier reserves the right to change the Conditions of Hire, including the Rental, on giving the Customer 30 days written notice.

11.3.  No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

11.4.  All third party rights are excluded and no third parties shall have any rights to enforce the Contract.

11.5.  This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

 

12. Special Conditions Relating to Tempus Asset Management Service (TAMS)

12.1.  For the purposes of this clause, the following words have the following meanings:

  • “Contract” means a contract which incorporates these conditions made between the Customer and the Supplier.
  • “Deposit” means an advance payment required by the Supplier in relation to the Goods.
  • “Goods” means Tempus Temporary Fire Door(s).
  • “Services” means the Services to be performed by the Supplier for the Customer in conjunction with the Goods as set out below or as otherwise agreed between the parties.

12.2.  If the Customer purchases the TAMS, the Customer shall be entitled to a discount on the list price of the Goods. This discount shall only be available where TAMS is purchased.

12.3.  The Services referred to in 13.1 shall include the collection of the Goods from the Customer’s site, the cleaning of the Goods (including changing seals, where necessary), the checking of the operation of the Goods (including closer operation), storage and, where required, delivery to the Customers site. Goods will be stored for a maximum of [6] months.

12.4.  The cost of the TAMS is [£250] per door. The Payment Terms are as per clause 3.2, 3.3, 3.4, 3.5 (above).

12.5.  The Supplier shall perform the Services with reasonable care and skill. Time shall not be of the essence of the Contract.

12.6.  The term of the TAMS shall be [period]. The Customer shall not be entitled to terminate the Contract before the expiry of that fixed period, unless otherwise agreed with the Supplier.

12.7.  The Supplier shall have the right to terminate the Contract in accordance with Clause 9.1.1, 9.1.2, 9.1.3, 9.1.4, 9.1.6, 9.1.7, 9.1.8. If any of these events occurs, the Supplier shall have the remedies available to it pursuant to clauses 9.2.2, 9.2.3, 9.2.4.

12.8.  Save as set out in clause 13.8, the Supplier shall have no liability for any defective Goods and all warranties, representations, terms, conditions and duties implied by law relating to fitness for purpose and/or quality are excluded to the fullest extent permitted by law.

12.9.  In no circumstances shall the Supplier be liable for any of the losses specified in clause11.5 (above).

12.10.  The Suppliers total liability to the Customer under and/or arising in relation to any Contract shall not exceed 0.5 times the amount of the Contract value.

12.11.  Nothing in this Contract shall exclude the liability of the Supplier for death or personal injury due to the Suppliers negligence.

12.12.  Clauses 12.3, 12.4, 12.5 (above) shall apply to this clause.