When purchasing goods and services from Rapid Climate Control please pay attention to the following:
CONDITIONS FOR HIRE AND SALE
1. INTERPRETATION
1.1 In these conditions the following words have the following meanings:
“Charges” means the Supplier’s charges for the performance of the Services;
”Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the hire of Hire Goods and the sale of Products and/or the performance of Services;
“Customer” means the person, firm, company or other organisation hiring Hire Goods and/or purchasing Products and/or Services;
“Deposit” means any advance payment required by the Supplier in relation to the Hire Goods which is to be held as security by the Supplier;
“Force Majeure” means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events;
“Hire Goods” means any machine, article, tool, and/or device together with any accessories specified in a Contract which are hired to the Customer by the Supplier;
“Hire Period” means the period commencing when the Customer holds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events: (i) the physical return of the Hire Goods by the Customer into the Supplier’s possession; or (ii) the physical repossession or collection of Hire Goods by the Supplier;
“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Price” means the Supplier’s price for the Products;
“Products” means any products which are sold to the Customer by the Supplier;
“Rental” means the Supplier’s charging rate for the hire of the Hire Goods from time to time during the Hire Period;
“Supplier” means Rapid Climate Control Limited (Company Number: 1439934) and includes its employees, servants, agents and/or duly authorised representatives;
“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 and/or sale of Products; and
“Third Party Hirer” means any third party to whom the Customer may hire Hire Goods under clause 4.3.
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 Where hire of the Hire Goods is to a Customer who is an individual and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly the hire of any Hire Goods is not covered by the Consumer Credit Act 1974.
3. PAYMENT
3.1 The amount of any Deposit, Rental, Price and/or Charges shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list from time to time. Where a Deposit is required for the Hire Goods it must be paid in advance of the Customer hiring the Hire Goods. The Supplier may also require an initial payment on account of the Rental in advance of the Customer hiring the Hire Goods and/or on account of the Charges in advance of the Supplier performing the Services.
3.2 The Customer shall pay the, Deposit, Rental, Price and/or Charges 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 and transport, loading and unloading, packaging and/or insurance costs for which the Customer shall additionally be liable.
3.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
3.4 If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest (both before and after judgment/decree) on the amount unpaid at the rate of 4% above the base rate from time to time of the Supplier’s bank.
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.
3.6 The Supplier may set a reasonable credit limit for the Customer and reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
4. RISK OWNERSHIP AND INSURANCE
4.1 Risk in the Hire Goods and/or Products will pass immediately to the Customer when they leave the physical possession or control of the Supplier. Risk in the Hire Goods will not pass back to the Supplier from the Customer until the Hire Goods are back in the physical possession of the Supplier, even if the Supplier has agreed to cease charging the Rental.
4.2 Ownership of the Hire Goods remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Goods except that they are hired to the Customer. Ownership of the Products remains with the Supplier until the Price, the Charges and all other monies due to the Supplier in relation to the Products have been paid in full.
4.3 The Customer must not deal with the ownership or any interest in the Hire Goods at any time, save that the Customer may hire the Hire Goods to third parties in the course of its business provided that such hire is on terms no less strict on such third parties than these conditions are on the Customer. The Customer must not deal with the ownership or any interest in the Products until ownership of the Products has passed to the Customer. ‘Dealing’ in this clause includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending.
4.4 The Supplier may require the Customer to insure the Hire Goods on such reasonable terms and for such reasonable risks as the Supplier may specify. Until ownership of the Products passes to the Customer, the Customer must insure the Products for their full price and against all risks to the reasonable satisfaction of the Supplier. The proceeds of any such insurance that relate directly to the Hire Goods and/or Products shall be held by the Customer in trust for the Supplier and be paid to the Supplier on demand. The Customer must not compromise any claim in respect of the Hire Goods, Products and/or any associated insurance without the Supplier’s written consent.
4.5 Until ownership of the Products passes to the Customer, the Customer will hold the Products on a fiduciary basis as the Supplier’s bailee and must maintain the Products in satisfactory condition, separate from any other goods and/or equipment belonging to the Customer and clearly marked and identified as the Supplier’s property.
5. DELIVERY COLLECTION AND SERVICES
5.1 At the start of the Hire Period, the Customer will collect the Hire Goods from the Supplier or the Supplier will deliver the Hire Goods to the Customer at the date and/or time and in the manner agreed. Save where Hire Goods are re-possessed by the Supplier, at the end of the Hire Period the Customer will return the Hire Goods to the Supplier or the Supplier will collect the Hire Goods from the Customer at the date and/or time and in the manner agreed.
5.2 The Customer will collect the Products from the Supplier or the Supplier will deliver the Products to the Customer at the date and/or time and in the manner agreed.
5.3 If the Supplier agrees to deliver or collect the Hire Goods and/or the Products it will do so at its standard delivery cost from time to time.
5.4 The date and/or time of delivery by the Supplier of Hire Goods and/or Products will not be of the essence and the Supplier will have no liability for any delay in delivery of the Hire Goods and/or Products.
5.5 If for any reason the Customer fails to accept delivery of or collect the Products and/or the Hire Goods, or the Supplier is unable to deliver the Products and/or Hire Goods on time because the Customer has not provided appropriate instructions and/or documents, the Supplier may:
5.5.1 despatch and/or store the Products at the Customer’s expense and risk until despatch and/or collection; and/or
5.5.2 treat the Hire Goods as returned into its possession and the Hire Period as ended and the Customer agrees to indemnify and keep indemnified the Supplier against all Liability the Supplier incurs in relation to such Hire Goods.
5.6 If the Supplier agrees to deliver Hire Goods and/or Products directly to a Third Party Hirer, such Hire Goods and/or Products shall be deemed delivered to the Customer upon delivery to that Third Party Hirer and the provisions of this clause 5 shall apply accordingly.
5.7 The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to utilities for the Supplier to carry out the Services and ensure that the site is properly prepared for the Services.
5.8 If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation unless the delay is due to a Force Majeure event.
6. HIRE GOODS
6.1 The Customer shall:-
6.1.1 not alter and/or interfere with the Hire Goods or any part of them, take reasonable care of the Hire Goods and only use Hire Goods for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions supplied to the Customer;
6.1.2 notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods and accident resulting in damage to other property and/or injury to any person;
6.1.3 take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks;
6.1.4 permit the Supplier at all reasonable times and upon reasonable notice to inspect the Hire Goods;
6.1.5 keep the Hire Goods at all times in its possession and control and not remove the Hire Goods from the United Kingdom without the Supplier’s prior written agreement signed by a director of the Supplier;
6.1.6 be responsible for the conduct and cost of any tests, examinations and/or checks of the Hire Goods that may be required unless the Supplier has agreed to provide them as part of any Services;
6.1.7 not do or omit to do anything which will or may invalidate any policy of insurance for the Hire Goods;
6.1.8 where the Hire Goods require fuel, oil and/or electricity, ensure that the proper type and/or voltage is used and that the Hire Goods are properly installed by a qualified and competent person;
6.1.9 return the Hire Goods in good working order (fair wear and tear excepted) and in a clean condition together with all documents relating to the Hire Goods; and
6.1.10 where it hires Hire Goods to a Third Party Hirer, ensure that the Third Party Hirer complies with these conditions as if the Third Party Hirer was the Customer.
6.2 Allowance will be made in relation to the Rental for any non-use of Hire Goods due to breakdown caused by an inherent fault and/or fair wear and tear provided that the Customer informs the Supplier immediately on breakdown. The Customer shall be responsible for any and all Liability (including loss of Rental) suffered by the Supplier arising from any breakdown of Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods.
6.3 The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period including all repairs required due to fair wear and tear and/or an inherent fault in the Hire Goods. The Customer will be responsible for the cost of all other repairs necessary to Hire Goods during the Hire Period unless these are due to the negligence of the Supplier while carrying out routine maintenance and/or repairs.
6.4 The Customer must not repair or attempt to repair the Hire Goods unless authorised to in writing by the Supplier.
6.5 If the Hire Goods are returned in a damaged, unclean and/or defective state (fair wear and tear and/or an inherent fault in the Hire Goods excepted), the Customer shall be liable to pay the Supplier 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 until such repairs and/or cleaning have been completed.
6.6 The Customer will pay to the Supplier the replacement cost of any Hire Goods which are lost, stolen, damaged beyond economic repair and/or rendered unusable during the Hire Period less any amount paid to the Supplier under any policy of insurance taken out in accordance with these conditions.
6.7 The Customer shall pay the Rental up to and including the date it notifies the Supplier that the Hire Goods have been lost, stolen, damaged beyond economic repair and/or rendered unusable. After that date and until the Supplier has replaced such Hire Goods the Customer shall pay, as a genuine pre-estimate of lost rental profit, two thirds of the Rental for such Hire Goods for that period. The Supplier shall use its reasonable commercial endeavours to replace and/or repair such Hire Goods as quickly as possible using the monies paid to it under clause 6.6.
7. PRODUCTS
7.1 The Customer confirms and agrees that it has not relied on any statement, details and/or information which are not contained in these conditions.
7.2 The Supplier guarantees that the Products will be free from defects in materials and/or workmanship for a period of 12 months from the date of delivery of the Products to the Customer, save that the Supplier shall be under no Liability in respect of any:
7.2.1 faults arising after risk in the Products has passed which is caused by any subsequent damage not due to a defect in the Products; and/or
7.2.2 faults or defects caused by wilful damage, abnormal working conditions, failure to follow the Supplier’s instructions, misuse, alteration or repair of Products without the Supplier’s approval, improper maintenance or negligence on the Customer’s part or a third party’s negligence.
7.3 The Supplier shall have no Liability to the Customer under clause 7.2 unless any defect is notified to the Supplier within 7 days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Customer.
7.4 If any Products prove to be defective and are covered by clause 7.2 then the Supplier shall at its sole option either repair, replace or refund such Products which will be the Customer’s sole remedy in respect of such Products and the Customer agrees to comply with the Supplier’s reasonable instructions in relation to such Products.
7.5 The Supplier shall have no Liability for missing Products, non-delivery of Products and/or Products not in accordance with the Contract unless notified of such by the Customer in writing within 7 days of the date of delivery or expected delivery. If the Supplier is so notified, its Liability shall be limited to the repair, replacement or refund of the Products at the Supplier’s sole option which will be the Customer’s sole remedy in respect of such Products.
8. TERMINATION BY NOTICE
8.1 Subject to clause 9, if the intended Hire Period has a fixed duration neither the Customer nor the Supplier may terminate the Contract before the expiry of that fixed period unless they agree otherwise.
8.2 Subject to clause 9, if the intended Hire Period does not have a fixed duration either the Customer or the Supplier may terminate the Contract upon giving to the other an agreed period of notice, or if no period of notice is agreed no less than 14 days notice, that it wishes to return the Hire Goods into the Supplier’s possession or collect the Hire Goods from the Customer (as the case may be) and that such return or collection will be effected by the Customer or Supplier (as the case may be) at the end of that period of notice, save that where the Hire Goods are repossessed by the Supplier no such period of notice need be given by the Supplier and the Contract will terminate immediately on repossession of the Hire Goods by the Supplier.
9. DEFAULT
9.1 If the Customer:-
9.1.1 fails to make any payment to the Supplier when due;
9.1.2 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;
9.1.3 persistently breaches the terms of the Contract;
9.1.4 provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
9.1.5 pledges, charges or creates any form of security over any Hire Goods and/or Products or proposes to compound with its creditors, creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition/Petition for Sequestration presented against it or the Customer takes or suffers any similar action in any jurisdiction;
9.1.6 being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, 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;
9.1.7 appears reasonably to the Supplier due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or
9.1.8 appears reasonably 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.
9.2 If any of the events set out in clause 9.1 occurs then:-
9.2.1 the Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent which the Customer shall ensure is granted to the Supplier by any Third Party Hirer on the Supplier’s request) where Hire Goods and/or Products owned by the Supplier may be and repossess any Hire Goods and/or Products;
9.2.2 the Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer this and/or any other contract or part of such contract with the Customer; and/or
9.2.3 all monies owed by the Customer to the Supplier shall immediately become due and payable.
9.3 Any repossession of the Hire Goods and/or Products 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 and/or Products.
9.4 Upon termination of the Contract the Customer shall immediately:
9.4.1 return the Hire Goods to, 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, Price, Charges and 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, quality and/or adequacy are excluded to the fullest extent permitted by law.
10.2 If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property.
10.3 Any defective Hire Goods and/or Products must be returned to or collected by the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Hire Goods and/or Products. Only if that inspection confirms that the Hire Goods and/or Products are defective, will the Supplier be responsible for the costs of such return or collection.
10.4 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s use of defective Hire Goods, Products and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
10.5 The Supplier shall have no Liability for defective Hire Goods, Products and/or Services where the defect has been caused or contributed to by the Customer to the extent so contributed.
10.6 The Supplier shall have no Liability to the Customer if any Rental, Price and/or Charges have not been paid in full by the due date for payment.
10.7 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.
10.8 The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.
10.9 The Supplier shall have no Liability to the Customer for any:-
10.9.1 consequential losses (including loss of profits and/or damage to goodwill);
10.9.2 economic and/or other similar losses;
10.9.3 special damages and indirect losses; and/or
10.9.4 business interruption, loss of business, contracts and/or opportunity.
10.10 The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract for Hire Goods shall not exceed 5 times the Rental and Charges (if any) under that Contract or £1,000/€1250 whichever is the higher. To the extent that any Liability of the Supplier to the Customer would be met by any insurance of the Supplier then the Liability of the Supplier shall be extended to the extent that such Liability is met by such insurance.
10.11 The Supplier’s total liability to the Customer under and/or arising in relation to any Contract for Products shall not exceed the total price for the Products under that Contract. To the extent that any liability of the Supplier to the Customer would be met by any insurance of the Supplier then the liability of the Supplier shall be extended to the extent that such liability is met by such insurance.
10.12 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
10.12.1 Liability for breach of contract;
10.12.2 Liability in tort/delict (including negligence); and
10.12.3 Liability for breach of statutory and/or common law duty;
except clause 10.10 above which shall apply once only in respect of all types of Liability.
10.13 Nothing in this Contract shall exclude or limit the Liability of the Supplier for death or personal injury due to the Supplier’s negligence nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.
10.14 The Customer agrees to indemnify and keep indemnified the Supplier in full against all liability the Supplier incurs in connection with or arising out of any claim made by a Third Party Hirer against the Supplier where, had such claims been made and any relevant loss incurred by the Customer, the Supplier would have had no liability or limited liability to the Customer in respect of such claim under this clause 10.
11. GENERAL
11.1 Upon termination of the Contract clauses 3.3 to 3.5 inclusive, 4.1 to 4.5 inclusive, 6.1 to 6.7 inclusive, 7.2 to 7.4 inclusive, 10.1 to 10.9 inclusive, 11.3 to 11.4 inclusive and 11.7 shall continue in full force and effect.
11.2 Each hire of an item of Hire Goods and/or sale of a Product shall form a distinct Contract which shall be separate to any other Contract relating to other Hire Goods and/or Products.
11.3 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors and for the acts and/or omissions of or events occurring to any Third Party Hirer as though they were its own acts and/or omissions under this Contract.
11.4 The Customer agrees to indemnify and keep indemnified the Supplier against any and all Liability (including legal costs on a full indemnity basis) suffered by the Supplier and arising from or due to any breach of contract, any tortious/delictual act and/or omission and/or any breach of statutory duty and/or common law by the Customer.
11.5 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.
11.6 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.
11.7 The Supplier shall have no Liability to the Customer for any delay and/or non performance of a Contract to the extent that such delay is due to any Force Majeure event. If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
11.8 All third party rights are excluded and no third parties shall have any rights to enforce the Contract. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Goods. Such finance company shall, subject to the Supplier’s consent, have the right to enforce the Contract as if they were the Supplier.
11.9 The Contract is governed by and interpreted in accordance with the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction in relation to this Contract.
Rapid Climate Control Limited
Unit 8, Portway Industrial Estate,
Alston Road, Oldbury,
West Midlands.
B69 2PP.
T: 0121 543 6200
F: 0121 544 0774
E: info@rapidclimatecontrol.com
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