This website is operated by Wade Building Services Ltd. Throughout the site, the terms “we”, “us” and “our” refer to Wade Building Services Ltd. Wade Building Services offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Wade Building Services Ltd, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless Wade Building Services Ltd and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United Kingdom.
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org
SECTION 21 – FULL CONDITIONS OF BUSINESS
In these conditions the following words shall have unless the context requires otherwise the meanings set out opposite
1.1 “the Company” shall mean Wade Building Services Limited and in the Particulars of a Hire Purchase
agreement the subject of these Conditions shall be referred to as “the Owner”.
1.2 “the Customer” shall mean any person, firm, company or organisation to whom the Company agrees to hire
and/or sell “the Goods” and in the Particulars of a Hire Purchase agreement the subject of these conditions shall
be referred to as “the Hirer”.
1.3 “the Goods” shall mean the goods and any parts thereof the subject matter of the contract as described in these
conditions and (if appropriate) on the face of the Company’s acknowledgment of order form.
1.4 “Business Day” shall mean any weekday from Monday to Friday inclusive except for statutory bank holidays
and any other holidays of the Company. Upon request in writing from the Customer the Company shall notify
the Customer of any other holidays of the Company due within the next four months after receipt of such request.
2.1 All contracts for the sale hire or hire purchase of the Goods by the Company are made subject to these conditions which supersede any earlier sets of conditions issued by the Company. Any stipulations or conditions in the Customer’s order form or other document delivered by the Customer which would if applicable conflict with these conditions or in any way qualify or negative the same be deemed to be inapplicable to the Company unless the same shall have been expressly agreed to in writing in a document signed by a director of the Company. No other servant or agent of the Company has any authority to alter or qualify these conditions in any way.
2.2 The Company reserves the right by notice in writing to the Customer signed by a director of the Company to add to, amend or vary these conditions at any time before acceptance of delivery of the goods.
2.3 Acceptance of delivery of the Goods or payment of hire rent or the price for the Goods by the Customer to the Company shall of itself constitute an acceptance of these conditions where acceptance has not previously been communicated to the Company.
2.4 Quotations shall be available for acceptance (unless expressly stated otherwise) for a maximum period of 90 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.
2.5 If any statement or representation has been made to the Customer by the Company its servants or agents upon which the Customer relies other than the documents enclosed with the Company’s quotation or acknowledgment of order then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation
2.6 If subsequent to a contract in which these conditions are incorporated any further contract for sale hire or hire purchase is concluded with the Customer by letter or facsimile transmission or orally or by a combination of these factors without express reference to these general conditions it shall be a term of such contract that these general conditions apply thereto.
3.1 The time for delivery is given as accurately as possible but not guaranteed.
3.2 In the event that the Goods are not delivered on the date stipulated then the customer shall accept delivery of the Goods within such further period which is reasonable in all the circumstances provided that if the Customer is of the reasonable opinion that such reasonable period has expired he shall give written notice to that effect to the Company stating his reasons for such opinion whereupon such reasonable period shall be deemed to expire 15 business days after the service of such notice. The Customer shall have no right to claim damages or cancel the order for any delay in delivery not exceeding 15 business days beyond such reasonable period.
3.3 The Company shall not be required to fulfil orders for the Goods in the sequence in which they are placed.
3.4 Failure by the Customer to take delivery of or to make payment in respect of the Goods or any one or more instalments of the Goods shall entitle the Company to treat the whole of the contract as repudiated by the Customer.
3.5 Without prejudice to condition 3.4 the Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery of the Goods but shall be under no obligation to do so and where delivery is postponed by agreement otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and payment for the Goods shall be made on the date payment would have been due had the delivery not been delayed.
In the case of any Customer who has made and had accepted an application for an account with the Company then unless
otherwise agreed by the Company in writing the amount of each invoice submitted by the Company pursuant to these
conditions shall be paid in full and received by the Company on or before the last business day of the calendar month
following the date of such invoice.
5. Sale Price
5.1 All prices are unless overwise stated quoted net exworks exclusive of V.A.T or other tax or duty relating to the sale or delivery of the Goods chargeable to the Company and the cost of carriage and packaging if required by the Customer shall be charged extra.
5.2 All prices are unless otherwise stated in writing quoted in accordance with the Company’s standard sales price list in force at the date of quotation (a copy of which is available from the Company upon request) and are subject to fluctuation. If after the date of the Company’s quotation to and including the tenth business day before the date the Goods are delivered the prices in the Company’s standard sales price list are increased then the Company may give notice of any such increase to the Customer and such notice if given shall have the effect of increasing the Company’s quoted price for the Goods. The Customer may give notice in writing to the Company within 5 business days of the notice of such increase cancel the order and in this event the contract for the sale of the Goods shall be determined without any liability whatsoever being incurred by the Company or the Customer to the other. If the customer shall not give written notice rejecting the increase within 5 business days then the increase shall be added to the quoted price and form part of the quoted price and form part of the contract between the Company and the Customer.
6. Terms of Payment
6.1 Unless otherwise stated by the Company in writing payment for the Goods shall be made in accordance with
condition 4. The Company shall in all cases be entitled to submit its invoice with its delivery advice note or at
any time thereafter save that where the time for delivery has been postponed at the request of or by the default of
the Customer then the Company may submit its invoice at any time after the Goods are ready for delivery or
would have been ready for delivery in the ordinary course but for the request or default as aforesaid.
6.2 Where the Goods are delivered by instalments the Company may invoice each instalment separately and
the Customer shall pay such invoices in accordance with these conditions.
6.3 In the event of default in payment by the Customer the Company shall be entitled without any prejudice to any
other right or remedy the Company has under these conditions or by virtue of the general law and without
prior notice to suspend all further deliveries on any contract or contracts between the Company and the
Customer and to charge interest on the amount outstanding at a rate of 4% above the base rate of the
National Westminster Bank PLC from time to time in force throughout the period the amount is outstanding.
6.4 The customer shall not be entitled to withhold payment of any amount payable under the contract to the
Company because of any disputed claim of the Customer in respect of faulty goods or any other alleged
breach of the contract, nor shall the Customer be entitled to set-off against any amount payable under the contract
to the Company any moneys which are not then presently payable by the Company or for which the
Company disputes liability
7. Hire Rent
7.1 All hire rents and other charges relating to the hire and/or carriage of the Goods are unless otherwise stated quoted exclusive of V.A.T or other tax or duty relating to the hire and/or carriage of the Goods chargeable the Company and the cost of carriage and packaging if required by the customer shall be charged extra.
7.2 The Customer shall pay the hire rent for the complete period of the hire which where the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods shall commence the day the Goods arrive at the place of delivery and in all other circumstances shall commence the day the Goods leave the Company’s premises and which shall not terminate until the day the Goods are received by the Company at its premises. The day the Goods arrive at the place of delivery or the Goods leave the Company’s premises and the day the Company receives the Goods at its premises shall count towards the period of hire and shall be charged as whole days.
7.3 The Customer shall pay a minimum of 28 days hire rent for all the Goods and thereafter the hire rent shall accrue daily.
7.4 The Company shall be entitled to increase the hire rent during the period of hire provided that the Company shall first give the Customer three months prior notice in writing of any such increase.
8. Terms of Payment
8.1 The Company shall be entitled to submit its first invoice in respect of hire rent at any time on or after the commencement of the period of hire in respect for the first 28 days or the number of days in the first calendar month of the period of hire whichever is the greater. The Company shall be entitled to submit its second invoice at any time on or after the first day of the second calendar month of the period of hire in respect of those days in the second calendar month which are not charged for by the first invoice. Thereafter the Company shall be entitled to submit an invoice at any time on or after the first day of each successive calendar month during the period of hire in respect of each such calendar month. Where the time for delivery has been postponed by the request or default of the Customer then the Company shall be entitled to submit invoices in accordance with this condition as if the period of hire commenced on the day it would have otherwise commenced on in the ordinary course but for the request or default as aforesaid.
8.2 Conditions 4, 6.2, 6.3 and 6.4 shall apply to contracts for the hire of the Goods mutatis mutandis.
9. Hire Delivery and Hire Return Notes and the Customer’s Obligations
9.1 On the delivery of the Goods the Customer shall check the Goods in the presence of the Company’s representative or the carrier as the case may be and the Company shall issue to the Customer a hire delivery note which the Customer shall sign. In the event of any
shortage or patent defect in the quality or state of the Goods the Customer shall endorse the hire delivery note
accordingly and give separate written notice thereof to the Company within 3 business days of delivery and in
the absence of such endorsement and separate notice in writing the hire delivery note shall provide conclusive
proof of due delivery of the correct quantity of the Goods free from such defects.
9.2 Throughout the period of hire the Customer shall:-
9.2.1 keep the Goods in good substantial repair and condition; and
9.2.2 ensure that the Goods are used for the purpose of the Customer’s business property, safely and in accordance with all laws and regulations relating thereto and not allow the Goods to be used for any other purpose; and
9.2.3 indemnify and keep indemnified the Company against all claims proceedings and liabilities including without limitation all legal costs of the Company on a full indemnity basis in respect of any use of the Goods or any non-compliance or contravention of any laws
and regulations relating thereto; and
9.2.4 take all necessary steps at its own expense to retain and recover possession and control of the Goods; and
9.2.5 permit the Company or its authorised representatives, agents or advisers to enter upon any premises of the Customer to inspect
and test the condition of the Goods; and
9.2.6 keep the Goods insured for the full replacement value thereof with an insurance company of good repute or with Lloyds underwriters against loss or damage from all risks and notify the insurers that the Goods are on hire from the Company and require the insurers to endorse a note of the Company’s interest on the policy of insurance naming the Company as loss payee and on demand produce to the Company the policy of insurance and receipts for all premiums and hold all sums received under the policy of insurance on trust for the Company paying or applying the same as the Company directs; and
9.2.7 forthwith upon request inform the Company of the whereabouts of the Goods; and
9.2.8 where the Goods are lost, removed from the Customer’s possession or control, destroyed or damaged in any way the Customer shall inform the Company immediately by telephone and forthwith separately notify the Company in writing and shall not compromise any claim without the Company’s prior written consent and shall permit the Company to take over the conduct of any negotiations in respect of the Goods; and
9.2.9 in the event of any breach of these conditions by the Customer to pay to the Company all expenses – including without limitation legal costs on a full indemnity basis incurred by or on behalf of the Company in ascertaining the whereabouts of the Goods taking possession of them and storing then as may be necessary and enforcing these conditions.
9.2 Throughout the period of hire the Goods shall remain the sole and absolute property of the Company and the Customer shall be a mere bailee thereof and shall not
9.3.1 make any alterations to the Goods or adapt them for use or in any way alter, remove, obscure or interfere with any identification
marks on the Goods or add any marks, lettering or numbering to the Goods; nor
9.3.2 sell, assign, mortgage, change, pledge, let on hire or otherwise deal with or part with possession of the Goods and keep the Goods
free from any distress or other legal process; nor
9.3.3 sell, assign, charge or in any way deal with the benefit of any contract for the hire of the Goods from the Company.
9.4 Without prejudice to the Customer’s liability to pay all hire rent therefore the Company may forthwith render an invoice payable in accordance with condition 4 and to which condition 6.3 and 6.4 shall apply mutatis mutandis in respect of all Goods reported as lost,
destroyed or damaged or not returned to the Company on the due date for a sum equal to the price plus value added tax shown for similar equipment on the Company’s current standard sales price list plus all hire rent not yet invoiced up to and including the date of
receipt of the Customer’s written notice pursuant to condition 9.2.8 above such date being the date given upon which the period of hire shall terminate in respect of such lost, destroyed or damaged Goods. Notwithstanding payment of such invoice the Goods shall remain the sole and absolute property of the Company and the Customer shall be a mere bailee thereof. If such Goods are subsequently returned to the Company appropriate credit will be given.
9.5 Unless otherwise agreed to in writing by the Company the Customer shall be responsible for returning the Goods to the Company’s premises and upon receipt of the Goods the Company shall check the Goods and issue a hire return note which shall be conclusive proof of the return of the Goods specified thereon but not the condition thereof. The Goods may only be returned to the Company’s premises between 9.00 am and 3.30 pm on business days. Unless otherwise agreed by the Company in writing the Customer shall be responsible for all loading and unloading of the Goods except where the Company can be shown to have failed to exercise reasonable care in loading and unloading the Goods and such failure results in death or personal injury in THE COMPANY SHALL NOT BE LIABLE for any loss, injury or damage of any kind whatsoever consequential or otherwise which results directly or indirectly from or occurs during any loading or unloading of the Goods by the Company.
9.6 Where the Company has agreed in writing to collect the Goods any instructions to collect the Goods shall not be valid unless given in writing so as to reach the Company at least 3 business days before collection is required.
9.7 Upon receipt of the Goods in a condition other than that in which they were delivered to the Customer (fair wear and tear only excepted) the Company shall be entitled to submit an invoice for a fair and reasonable amount of cleaning, reconditioning and repairing the Goods. If complete replacement is necessary the Company may in its sole and absolute discretion forthwith render an invoice payable in accordance with condition 4 and to which conditions 6.3 and 6.4 shall apply mutatis mutandis for a sum equal to the price shown plus value added tax on the Company’s current standard sales price list for similar equipment (without prejudice to the
Customers liability to pay all accrued hire rent in respect of the Goods).
10.1 Without prejudice to condition 10.2 and the other provisions of these conditions the Company or the Customer may terminate the contract for the hire of the Goods by serving 3 business days written notice on the other to that effect and the Customer after the expiry of such notice shall not be in possession of the Goods with the Company’s consent.
10.2 If the Customer shall default in making any payment under these conditions or fail to comply with any of these conditions the Company may serve written notice on the Customer requiring the immediate return of the Goods and the Customer will thereafter not be in possession of the Goods with the Company’s consent and the Customer notwithstanding any prior written agreement by the Company to collect the goods shall forthwith return the Goods to the Company’s premises.
10.3 If by virtue of a termination notice or any other cause the last invoice rendered by the Company for hire rent was in respect of days after the termination of the period of hire than the Company subject to the prior payment of all monies due to the Company from the Customer by virtue of these conditions or otherwise shall make an appropriate refund or give an appropriate
10.4 If the Customer shall fail to return the Goods to the Company’s premises as required the Customer hereby licences the Company,its officers, employees and agents to enter upon any premises of the Customer for the purpose of recovering the Goods at the Customer’s
cost and expense.
11. Period and Option Price
11.1 In any contract for the hire purchase of the Goods the conditions of hire above all shall apply save as varied by the provisions of this condition and condition 12.
11.2 The number of months for which the period of hire shall run and the amount of hire rent payable in respect of each month (which may be a different amount for each month) shall be agreed in advance and specified in writing.
11.3 At the end of the period of hire the Customer shall have the option subject to these conditions of purchasing the Goods for the sum of £25 plus value added tax thereon (“the Option Price”) provided that all amounts due and payable that all amounts due and payable to the Company in respect of the hire of the Goods have been paid (including any interest thereon) which option shall be deemed to have been exercised unless the Customer terminates the hire purchase at least one month before the end of the period of hire agreed in accordance with condition 11.2. The customer may terminate the hire purchase by serving at least 3 business days written
notice on the Company to expire at the end of one of the months of the period of hire.
12.1 The Company shall be entitled to submit its invoices (payable in accordance with condition 4 and to which condition 6.3 and 6.4 shall apply mutatis mutandis) in respect of each successive month of the period of hire on or after the first day of each such month.
12.2 Until title to the Goods passes to the Customer in accordance with condition 14 the Goods shall remain the sole property of the Company and the Customer shall be a mere bailee thereof and the conditions of HIRE above shall continue to apply.
Condition Applicable to Sale, Hire and Hire Purchase
For the purposes of these conditions any cheque tendered by the Customer in payment shall not be treated as payment until the same has been cleared.
14. Risk and Passing of Property
14.1 If the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the Goods at the time when the Goods arrive at the place of delivery and in all other circumstances at the time when the Goods leave the Company’s premises.
14.2 In any contract for the sale or hire purchase of the Goods title to the Goods or any part thereof shall not pass to the Customer until the Customer has paid to the Company all sums due and payable by it to the Company under this contract and all other prior contracts between the Company and the Customer or the Company serves notice in writing on the Customer specifying that title in the Goods or any specified part thereof has passed to the Customer.
14.3 In any contract for the sale (but excluding contracts for hire and hire purchase) of the Goods;
14.3.1 until title of the Goods has passed to the Customer the Customer shall possess the Goods at any part thereof as a bailee of the
Company and in particular shall not remove any marks which identify the Goods as the property of the Company and the Customer
shall store the Goods and any part thereof separately from other goods so as to ensure that they are clearly identifiable as the property of the Company; and
14.3.2 the Company shall be entitled to recover and resell Goods in respect of which title has not passed to the Customer at any time and the Customer hereby licences the Company its officers, employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that sub-condition
14.3.1 is being complied with by the Customer or recovering any Goods in respect of which title has not passed to the Customer; and
14.3.3 the Customer shall only be at liberty to sell the Goods prior to the passing of title to the Customer on the understanding that portion of the proceeds of sale of the Goods which represents the sums due to the company hereunder belongs to the Company and is held by the Customer on trust for the Company and is paid into a separate bank account designated as a trust account for the Company
14.4 In any contract for the hire of the Goods, or hire purchase of the goods where title to the Goods has not yet passed to the customer, the Goods shall remain the property of the Company at all times and the Customer shall not do or permit to suffer to be done any act or thing whereby the title of the Company to the Goods is or may be in any way prejudiced including without prejudice to the generality of the foregoing fixing or attaching the Goods in any way to land or any building so that the Goods shall remain at all times freestanding.
15. Dimensions and Quantities
Dimensions specified by the Company are to be treated as approximate only unless the Customer specifically states in writing that exact measurements are required.
16. Shortages and Latent Defects
16.1 In any contract for the SALE of the Goods the Company shall not be liable for any shortages or defects in the quality of the Goods which would be apparent on visual inspection unless the Customer shall have inspected the Goods within 3 business days of delivery and shall have given within 10 business days of such delivery a written notice to the Company specifying the matters complained of and shall have afforded the Company a reasonable opportunity of inspecting the Goods before they have been used, processed or sold; or
16.2 In any contract for the SALE, HIRE, or HIRE PURCHASE of the Goods the Company shall not be liable for:-
16.2.1 any shortage or defects in the quality or state of the Goods not apparent on visual inspection unless the Customer shall have given written notice to the Company specifying the matters complained of as soon as reasonably practicable after discovery of such matters and in any event no later than 12 months after the date of delivery of the Goods and shall have immediately after discovery of such matter ceased to make any use of the Goods and shall have afforded the Company a reasonable opportunity to inspect the Goods.
16.2.2 any loss or damage suffered by reason of use of the Goods after the Customer becomes aware of a defect or after the Customer
becomes aware of circumstances which should reasonably have indicated the existence of a defect.
In the event that the Goods or any part thereof are defective in quality or state or are otherwise not in accordance with the contract then the Customer shall require (in lieu of any legal remedy which may otherwise have been due to the Customer) the Company to repair the Goods and the Company provided the Customer has complied with the requirements as to notice contained in these conditions shall be obliged at its option to repair the Goods or take back the defective Goods and supply satisfactory substitute Goods to the Customer free of cost and within a reasonable time. Upon the Company repairing the defective Goods or supplying satisfactory substitute Goods then the Customer shall be bound to accept such repaired Goods or substitute Goods and the Company shall be under no liability to the Customer in respect to any loss or damage whatsoever arising from the initial delivery of defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered.
SAVE where the Company can be shown to have failed to exercise reasonable care in the supply of the Goods and such failure results in death or injury THE COMPANY SHALL NOT BE LIABLE (without prejudice to condition 17) to the Customer for loss, injury or damage of any kind whatsoever consequential or otherwise (including without limitation, removal or rectification work required in connection with the installation of repaired or substitute Goods) which results directly or indirectly from any delay or the Company’s supply or failure to supply Goods to the Customer or any combination of these.
The Customer hereby expressly warrants and represents to the Company that:-
19.1 the Customer requires the Goods solely in the course of and for the business trade or profession carried on by the Customer and that accordingly the Customer is not to be treated as a “consumer” within the meaning of section 12 of the Unfair Contracts Terms Act 1977 as amended (“the Act”); and
19.2 these conditions and in particular conditions 15, 16, 17, 18 and 22.1 satisfy the requirement of reasonableness imposed by the Act.
20. Confidential Information
All drawing documents, confidential records, computer software and other information supplied by the Company to the Customer are supplied in confidence on the express understanding that copyright is reserved to the Company and that the Customer will not without the written consent of the Company either give away, loan or exhibit, sell or communicate any such drawings, documents, records, software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are supplied.
21. Customer’s Drawings
21.1 The Customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customer’s agents, servants, consultants or advisers are accurate,
correct and suitable. Examination or consideration by the Company of such drawings, information, advice or recommendations shall in no way limit the Customer’s responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.
21.2 The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the Company’s supply of the Goods to the drawings or specifications of the Customer where such drawings or specifications are at fault or where it is alleged that they involve an infringement of patent, copyright, registered design, design copyright or other exclusive intellectual property right.
22. Data and Technical Information
22.1 Any advice or recommendations given by the Company, its employees, representatives and agents, orally, in writing or otherwise shall be given to the best of the Company’s ability on a purely ex gratia basis and not as the whole or part performance of any main or
contractual or collateral contractual obligation and not with the intention that the Customer should rely upon them. The Company, its employees, representatives and agents do not have a detailed knowledge of the Customer’s precise requirements and in any event are
not professionally qualified in respect of giving such advice and recommendations and do not carry professional indemnity insurance. Accordingly unless the Company can be shown to have failed to exercise reasonable care in the giving of such advice or recommendations and such failure results in death or personal injury THE COMPANY SHALL NOT BE LIABLE to the Customer for loss, injury or loss or damage of any kind whatsoever consequential or otherwise resulting directly or indirectly and whether wholly or partly from any advice or recommendations given by the Company, its employees, representatives and agents to the Customer, its employees,
representatives, advisers and agents, orally, in writing or otherwise and the Customer is advised to seek and rely upon its own professional advice.
22.2 The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and upon trials under test conditions and are provided for general guidance only. No such information shall form part of the contract unless the Customer shall have complied with condition.
Cancellation of any contract for the sale, hire or hire purchase of the Goods will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.
If the customer shall become bankrupt or unable to pay its debts as prescribed by Section 123 Insolvency Act 1986 or compound with its creditors or in the event of a resolution being passed or proceedings being commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver Manager Administrator or Administrative Receiver is appointed to all or any part of its assets or undertaking or if any judgement against the
Customer shall remain unsatisfied for more than fourteen days the Company shall be entitled to cancel the contract for the sale, hire or hire purchase of the Goods in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company and in any contract where title to the Goods has not passed to the Customer the Company may recover the Goods and exercise the licence contained in conditions 10.4 and 14.3.2.
25. Force Majeure
In the event that the supply or delivery of any of the Goods is prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, strikes or lock-outs, industrial dispute, shortage of raw materials or fuel notwithstanding that the Company has taken all reasonable steps to procure the same, shortage of labour, break down or partial failure of plant and machinery, late receipt of the
Customer’s specification or other necessary information, acts, orders or regulations of Government, delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of the Company then the time for delivery of the Goods shall be extended for a reasonable period having regard to the effect of the delaying cause on the supply or delivery.
No failure or delay by the Company to enforce any provision of these conditions shall operate as a waiver of any right which may have arisen as a result of a breach on the part of the Customer nor shall any express waiver be effective unless the same is made in writing duly signed by a director of the Company. A waiver of any breach shall only operate as a waiver of the specific breach in question and shall not constitute a waiver of any future or continuing breach.
Any notice required to be given either by the Company or the Customer to the other shall be deemed to be properly served if sent by prepaid letter posted to its registered office or last known address or such other address as may from time to time be notified to the other for this purpose and any other notice served shall be deemed to have been served 48 hours after the time of posting and proving such service it shall be sufficient to prove that the notice was properly addressed and posted.
28. English Law
These conditions shall be governed and interpreted according to English Law and the Company and the Customer hereby submit themselves to the jurisdiction of the English Courts.