1. INTERPRETATION

1.1       In these Terms:

“Buyer” means Taylor Studwelding Systems Limited or any of its subsidiaries;

“Contract” means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services;

“Delivery Address” means the address stated on the Order;

“Goods” means the goods (including any instalment of the goods or any part of them) described in the Order;

“Order” means the Buyer’s purchase order to which these Terms are annexed;

“Price” means the price of the Goods and/or the charge for the Services;

“Seller” means the person so described in the Order;

“Services” means the services (if any) described in the Order;

“Specification” includes any plans, drawings, data or other information relating to the Goods or Services;

“Terms” means the standard terms of purchase set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;

“Writing”, and any similar expression, includes facsimile transmission and comparable means of communication, but not electronic mail.

1.2       Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3       The headings in these Terms are for convenience only and shall not affect their interpretation.

2. BASIS OF PURCHASE

2.1       The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Terms.

2.2       These Terms shall apply to the Contract to the exclusion of any other terms on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.

2.3       The Order will lapse unless unconditionally accepted by the Seller in Writing within seven days of its date.

2.4       No variation to the Order or these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

3. SPECIFICATIONS

3.1       The quantity, quality and description of the Goods and the Services shall, subject as provided in these Terms, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer.

3.2       Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer, and the Seller assigns with full title guarantee to the Buyer all such copyright, design rights and other intellectual property for no further consideration, subject only to the payment of the Price.  The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.

3.3       The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.

3.4       The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.

3.5       If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.

3.6       The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

4. PRICE OF THE GOODS AND SERVICES

4.1       The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:

4.1.1    exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice);  and

4.1.2    inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.

4.2       No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in Writing.

4.3       The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms of sale.

5. TERMS OF PAYMENT

5.1       The Seller may invoice the Buyer on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order.

5.2       Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods and the Services within 30 days after the end of the month of receipt by the Buyer of a proper invoice or, if later, after acceptance of the Goods or Services in question by the Buyer.

5.3       The Buyer may set off against the Price any sums owed to the Buyer by the Seller.

6. DELIVERY

6.1       The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours.

6.2       Where the date of delivery of the Goods or of performance of the Services is to be specified after the placing of the Order, the Seller shall give the Buyer reasonable notice of the specified date.

6.3       The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.

6.4       A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.

6.5       If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and not severable.

6.6       The Buyer may reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

6.7       The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.

6.8       The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

6.9       If the Goods are not delivered or the Services are not performed on the due date then, without limiting any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has paid the Price) to claim from the Seller by way of liquidated damage for delay 5 per cent of the Price for every week’s delay, up to a maximum of 50 per cent.

7. RISK AND PROPERTY

7.1       Risk of damage to or loss of the Goods shall pass to the Buyer on delivery to the Buyer in accordance with the Contract.

7.2       The property in the Goods shall pass to the Buyer on delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.

8. WARRANTIES AND LIABILITY

8.1       The Seller warrants to the Buyer that the Goods:

8.1.1    will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller in Writing at the time the Order is placed;

8.1.2    will be free from defects in design, material and workmanship;

8.1.3    will correspond with any relevant Specification or sample;  and

8.1.4    will comply with all statutory requirements and regulations relating to the sale of the Goods.

8.2       The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.

8.3       Without limiting any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled:

8.3.1    to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within seven days;  or

8.3.2    at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.

8.4       The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:

8.4.1    breach of any warranty given by the Seller in relation to the Goods or the Services;

8.4.2    any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;

8.4.3    any liability under the Consumer Protection Act 1987 in respect of the Goods;

8.4.4    any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the goods;  and

8.4.5    any act or omission of any of the Seller’s personnel in connection with the performance of the Services.

8.5       Neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Services, if the delay or failure is beyond that party’s reasonable control.  Without limiting the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:

8.5.1    Act of God, explosion, flood, tempest, fire or accident;

8.5.2    war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.5.3    acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.5.4    import or export regulations or embargoes;

8.5.5    strikes, lock-outs or other industrial actions or trade disputes (whether involving employees or either the Seller or the Buyer or of a third party);

8.5.6    difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.5.7    power failure or breakdown in machinery.

9. TERMINATION

9.1       The Buyer may cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.

9.2       The Buyer may terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:

9.2.1    the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);  or

9.2.2    an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller;  or

9.2.3    the Seller ceases, or threatens to cease, to carry on business;  or

9.2.4    the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly;  or

9.2.5    the Seller is in breach of any of the Terms of this Contract.

10. GENERAL

10.1     The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.

10.2     A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.

10.3     No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.4     If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

10.5     The Contract shall be governed by the law of England, and the Seller agrees to submit to the non-exclusive jurisdiction of the English courts.

WEBSITE Privacy Policy

Taylor Studwelding Systems Ltd understands that your privacy is important to you and that you care about how your personal data is used and shared online. We respect and value the privacy of everyone who visits this website, www.taylor-studwelding.com (“Our Site”) and will only collect and use personal data in ways that are described here, and in a manner that is consistent with Our obligations and your rights under the law.

Please read this Privacy Policy carefully and ensure that you understand it.  Your acceptance of Our Privacy Policy is deemed to occur upon your first use of Our Site. If you do not accept and agree with this Privacy Policy, you must stop using Our Site immediately.

1. Definitions and Interpretation

In this Policy, the following terms shall have the following meanings:

2. Information About Us
   • Our Site is owned and operated by Taylor Studwelding Systems Ltd, a limited company registered in England under company number 1839530 , whose registered address is Commercial Road, Dewsbury, West Yorkshire, WF13 2BD.
   • Our Data Protection Officer is Heather Cooke, Director and can be contacted by email at heatherc@www.taylor-studwelding.com, 01924 487705 or at Taylor Studwelding Systems Ltd, Commercial Road, Dewsbury, West Yorkshire, WF13 2BD.

3. What Does This Policy Cover?

This Privacy Policy applies only to your use of Our Site. Our Site may contain links to other websites. Please note that We have no control over how your data is collected, stored, or used by other websites and We advise you to check the privacy policies of any such websites before providing any data to them.

4. Your Rights
   • As a data subject, you have the following rights under the GDPR, which this Policy and Our use of personal data have been designed to uphold:
     • The right to be informed about Our collection and use of personal data;
     • The right of access to the personal data We hold about you (see section 12);
     • The right to rectification if any personal data We hold about you is inaccurate or incomplete (please contact Us using the details in section 14);
     • The right to be forgotten – i.e. the right to ask Us to delete any personal data We hold about you (We only hold your personal data for a limited time, as explained in section 6 but if you would like Us to delete it sooner, please contact Us using the details in section 14);
     • The right to restrict (i.e. prevent) the processing of your personal data;
     • The right to data portability (obtaining a copy of your personal data to re-use with another service or organisation);
     • The right to object to Us using your personal data for particular purposes; and
     • Rights with respect to automated decision making and profiling.
   • If you have any cause for complaint about Our use of your personal data, please contact Us using the details provided in section 14 and We will do Our best to solve the problem for you. If We are unable to help, you also have the right to lodge a complaint with the UK’s supervisory authority, the Information Commissioner’s Office.
   • For further information about your rights, please contact the Information Commissioner’s Office or your local Citizens Advice Bureau.

5. What Data Do We Collect?

Depending upon your use of Our Site, We may collect some or all of the following personal and non-personal data (please also see section 13 on Our use of Cookies and similar technologies):

• name;

• business/company name
• job title;

• contact information such as email addresses and telephone numbers;
• demographic information such as post code
• IP address;
• web browser type and version;
• operating system;

5.9 a list of URLs starting with a referring site, your activity on Our Site, and the site  you exit to;

• How Do We Use Your Data?
  • All personal data is processed and stored securely, for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with Our obligations and safeguard your rights under the GDPR at all times. For more details on security see section 7, below.
  • Our use of your personal data will always have a lawful basis, either because it is necessary for Our performance of a contract with you, because you have consented to Our use of your personal data (e.g. by subscribing to emails), or because it is in Our legitimate interests. Specifically, We may use your data for the following purposes:
    • Providing and managing your Account;
    • Providing and managing your access to Our Site;
    • Personalising and tailoring your experience on Our Site;
    • Supplying Our services to you (please note that We require your personal data in order to enter into a contract with you);
    • Personalising and tailoring Our services for you;
    • Replying to emails from you;
    • Supplying you with emails that you have opted into (you may unsubscribe or opt-out at any time by contact us);
    • Market research;
    • Analysing your use of Our Site and gathering feedback to enable Us to continually improve Our Site and your user experience;
  • With your permission and/or where permitted by law, We may also use your data for marketing purposes which may include contacting you by email, telephone, text message or post with information, news and offers on Our services. We will not, however, send you any unsolicited marketing or spam and will take all reasonable steps to ensure that We fully protect your rights and comply with Our obligations under the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
  • Third parties whose content appears on Our Site may use third party Cookies, as detailed below in section 13. Please refer to section 13 for more information on controlling Cookies. Please note that We do not control the activities of such third parties, nor the data they collect and use and advise you to check the privacy policies of any such third parties.
  • You have the right to withdraw your consent to Us using your personal data at any time, and to request that We delete it.
  • We do not keep your personal data for any longer than is necessary in light of the reason(s) for which it was first collected.

• How and Where Do We Store Your Data?
  • We only keep your personal data for as long as We need to in order to use it as described above in section 6, and/or for as long as We have your permission to keep it.
  • Whilst the majority of your data will be stored within the UK and the European Economic Area (“the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein), some or all of your data may be stored outside of the European Economic Area (“the EEA”) (The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein). You are deemed to accept and agree to this by using Our Site and submitting information to Us. If We do store data outside the EEA, We will take all reasonable steps to ensure that your data is treated as safely and securely as it would be within the UK and under the GDPR guidelines.
  • Data security is very important to Us, and to protect your data We have taken suitable measures to safeguard and secure data collected through Our Site.

• Do We Share Your Data?
  • We will not share any of your data with any third parties for any purposes.

• What Happens If Our Business Changes Hands?
  • We may, from time to time, expand or reduce Our business and this may involve the sale and/or the transfer of control of all or part of Our business. Any personal data that you have provided will, where it is relevant to any part of Our business that is being transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this Privacy Policy, be permitted to use that data only for the same purposes for which it was originally collected by Us.

• How Can You Control Your Data?
  • In addition to your rights under the GDPR, set out in section 4, when you submit personal data via Our Site, you may be given options to restrict Our use of your data. In particular, We aim to give you strong controls on Our use of your data for direct marketing purposes (including the ability to opt-out of receiving emails from Us which you may do by unsubscribing using the links provided in Our emails and at the point of providing your details.)
  • You may also wish to sign up to one or more of the preference services operating in the UK: The Telephone Preference Service (“the TPS”), the Corporate Telephone Preference Service (“the CTPS”), and the Mailing Preference Service (“the MPS”). These may help to prevent you receiving unsolicited marketing. Please note, however, that these services will not prevent you from receiving marketing communications that you have consented to receiving.

• Your Right to Withhold Information
  • You may access certain areas of Our Site without providing any data at all. However, to use all features and functions available on Our Site you may be required to submit or allow for the collection of certain data.
  • You may restrict Our use of Cookies. For more information, see section 13.

• How Can You Access Your Data?

You have the right to ask for a copy of any of your personal data held by Us (where such data is held). Under the GDPR, no fee is payable and We will provide any and all information in response to your request free of charge. Please contact Us for more details at heatherc@www.taylor-studwelding.com, or using the contact details below in section 14.

• Our Use of Cookies
  • Our Site may place and access certain first party Cookies on your computer or device. First party Cookies are those placed directly by Us and are used only by Us. We use Cookies to facilitate and improve your experience of Our Site and to provide and improve Our services. We have carefully chosen these Cookies and have taken steps to ensure that your privacy and personal data is protected and respected at all times.
  • By using Our Site you may also receive certain third party Cookies on your computer or device. Third party Cookies are those placed by websites, services, and/or parties other than Us. For more details, please refer to section 6, above, and to section 13.6 below. These Cookies are not integral to the functioning of Our Site and your use and experience of Our Site will not be impaired by refusing consent to them.
  • All Cookies used by and on Our Site are used in accordance with current Cookie Law.
  • Before Cookies are placed on your computer or device, you will be shown an on-screen banner requesting your consent to set those Cookies. By giving your consent to the placing of Cookies you are enabling Us to provide the best possible experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of Our Site may not function fully or as intended.
  • Certain features of Our Site may depend on Cookies to function. Cookie Law deems these Cookies to be “strictly necessary”. These Cookies are shown below in section 13.6. Your consent will not be sought to place these Cookies, but it is still important that you are aware of them. You may still block these Cookies by changing your internet browser’s settings as detailed below in section 13.10, but please be aware that Our Site may not work properly if you do so. We have taken great care to ensure that your privacy is not at risk by allowing them.
  • The following “strictly necessary” Cookies may be placed on your computer or device:

and the following third party Cookies may be placed on your computer or device:

• Our Site uses analytics services provided by Google. Website analytics refers to a set of tools used to collect and analyse anonymous usage information, enabling Us to better understand how Our Site is used. This, in turn, enables Us to improve Our Site and the services offered through it. You do not have to allow Us to use these Cookies, however whilst Our use of them does not pose any risk to your privacy or your safe use of Our Site, it does enable Us to continually improve Our Site, making it a better and more useful experience for you.
• The analytics service(s) used by Our Site use(s) Cookies to gather the required information.
• In addition to the controls that We provide, you can choose to enable or disable Cookies in your internet browser. Most internet browsers also enable you to choose whether you wish to disable all cookies or only third party Cookies. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser or the documentation that came with your device.
• You can choose to delete Cookies on your computer or device at any time, however you may lose any information that enables you to access Our Site more quickly and efficiently including, but not limited to, login and personalisation settings.
• It is recommended that you keep your internet browser and operating system up-to-date and that you consult the help and guidance provided by the developer of your internet browser and manufacturer of your computer or device if you are unsure about adjusting your privacy settings.

• Contacting Us

If you have any questions about Our Site or this Privacy Policy, please contact Us by email at heatherc@www.taylor-studwelding.com, by telephone on 01924 487705, or by post at Taylor Studwelding Systems Ltd, Commercial Road, Dewsbury, West Yorkshire, WF13 2BD. Please ensure that your query is clear, particularly if it is a request for information about the data We hold about you (as under section 12, above).

• Changes to Our Privacy Policy

We may change this Privacy Policy from time to time (for example, if the law changes). Any changes will be immediately posted on Our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of Our Site following the alterations. We recommend that you check this page regularly to keep up-to-date.

1. Interpretation
   • The following definitions and rules of interpretation apply in this Agreement.

• Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
• A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
• A reference to writing or written includes fax and e-mail.
• Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
• A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
• References to clauses and any schedules are to the clauses, and schedules of this Agreement.
• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Equipment hire
   • The Lessor shall hire the Equipment to the Lessee subject to the terms and conditions of this Agreement.
3. Rental Period

The Rental Period starts on the Commencement Date and shall continue for that period unless this Agreement is terminated earlier in accordance with its terms.

4. Rental Payments
   • The Lessee shall pay the Rental Payments to the Lessor in accordance with the Payment Schedule. The Rental Payments will be made by cheque, telegraphic transfer or credit card.
   • The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee at the rate and in the manner from time to time prescribed by law.
   • All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
   • If the Lessee fails to make any payment due to the Lessor under this Agreement by the due date for payment, then, without limiting the Lessor’s remedies under clause 10, the Lessee shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Lessee shall pay the interest together with the overdue amount.
5. Delivery
   • Delivery of the Equipment shall be made by the Lessor. The Lessor shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties. Title and risk shall transfer in accordance with clause 6 of this Agreement.
   • The Lessee shall procure that a duly authorised representative of the Lessee shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Lessee has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by the Lessor, the Lessee’s duly authorised representative shall sign a receipt confirming such acceptance.
   • To facilitate Delivery, the Lessee shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously.
6. Title, risk and insurance
   • The Equipment shall at all times remain the property of the Lessor, and the Lessee shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this Agreement).
   • The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on Delivery. The Equipment shall remain at the sole risk of the Lessee during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Lessee (Risk Period) until such time as the Equipment is redelivered to the Lessor. During the Rental Period and the Risk Period, the Lessee shall, at its own expense, obtain and maintain the following insurances:
     • insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Lessor may from time to time nominate in writing;
     • insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Lessor may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
     • insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Lessor may from time to time consider reasonably necessary and advise to the Lessee.
   • All insurance policies procured by the Lessee shall be endorsed to provide the Lessor with at least twenty (20) Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the Lessor’s request name the Lessor on the policies as a loss payee in relation to any claim relating to the Equipment. The Lessee shall be responsible for paying any deductibles due on any claims under such insurance policies.
   • The Lessee shall give immediate written notice to the Lessor in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Lessee’s possession or use of the Equipment.
   • If the Lessee fails to effect or maintain any of the insurances required under this Agreement, the Lessor shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Lessee.
   • The Lessee shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Lessor and proof of premium payment to the Lessor to confirm the insurance arrangements.
7. Lessee’s responsibilities
   • The Lessee shall during the term of this Agreement:
     • ensure that the Equipment is kept and operated in a suitable environment used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by the Lessor;
     • take such steps (including compliance with all safety and usage instructions provided by the Lessor) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being used, cleaned or maintained by a person at work;
     • maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
     • make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of the Lessor unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Lessor immediately upon installation;
     • keep the Lessor fully informed of all material matters relating to the Equipment;
     • at all times keep the Equipment in the possession or control of the Lessee and keep the Lessor informed of its location;
     • permit the Lessor or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
     • maintain operating and maintenance records of the Equipment and make copies of such records readily available to the Lessor, together with such additional information as the Lessor may reasonably require;
     • not, without the prior written consent of the Lessor, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
     • not without the prior written consent of the Lessor, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Lessee shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Lessor against all losses, costs or expenses incurred as a result of such affixation or removal;
     • not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Lessor in the Equipment and, where the Equipment has become affixed to any land or building, the Lessee must take all necessary steps to ensure that the Lessor may enter such land or building and recover the Equipment both during the term of this Agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Lessor of any rights such person may have or acquire in the Equipment and a right for the Lessor to enter onto such land or building to remove the Equipment;
     • not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Lessee shall notify the Lessor and the Lessee shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Lessor on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
     • not use the Equipment for any unlawful purpose;
     • ensure that at all times the Equipment remains identifiable as being the Lessor’s property;
     • deliver up the Equipment at the end of the Rental Period or on earlier termination of this Agreement at such address as the Lessor requires, or if necessary allow the Lessor or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment. If the Lessee is required to return the Equipment, it must be returned to the Lessor securely fastened for carriage and in a manner appropriate for the Equipment; and
     • not do or permit to be done anything which could invalidate the insurances referred to in clause 6.
   • The Lessee acknowledges that the Lessor shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees, agents and contractors, and the Lessee undertakes to indemnify the Lessor on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Lessee to comply with the terms of this Agreement.
8. Warranty
   • The Lessor warrants that the Equipment shall substantially conform to its specification (as made available by the Lessor), be of satisfactory quality and fit for any purpose held out by the Lessor. The Lessor shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself within 20 Business Days from Delivery, provided that:
     • the Lessee notifies the Lessor of any defect in writing within ten (10) Business Days of the defect occurring or of becoming aware of the defect;
     • the Lessor is permitted to make a full examination of the alleged defect;
     • the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Lessor’s authorised personnel;
     • the defect did not arise out of any information, design or any other assistance supplied or furnished by the Lessee or on its behalf; and
     • the defect is directly attributable to defective material, workmanship or design.
   • Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by the Lessor, the Lessee shall be entitled only to such warranty or other benefit as the Lessor has received from the manufacturer.
9. Liability
   • Without prejudice to clause 2, the Lessor’s maximum aggregate liability for breach of this Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the Rental Payments.
   • Nothing in this Agreement shall exclude or in any way limit:
     • either party’s liability for death or personal injury caused by its own negligence; or
     • either party’s liability for fraud or fraudulent misrepresentation.
   • This Agreement sets forth the full extent of the Lessor’s obligations and liabilities in respect of the Equipment and its hiring to the Lessee. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Lessor except as specifically stated in this Agreement. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this Agreement, whether by statute, common law or otherwise, is expressly excluded.
   • Without prejudice to clause 2, the Lessor shall not be liable under this Agreement to the Lessee for any:
     • loss of profit;
     • loss of revenue;
     • loss of business; or
     • indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

10. Termination
    • Without affecting any other right or remedy available to it, the Lessor may terminate this Agreement with immediate effect by giving written notice to the Lessee if:
      • the Lessee fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 Business Days after being notified to make such payment;
      • the Lessee commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified to do so;
      • the Lessee repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
      • the Lessee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      • the Lessee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Lessee (being a company);
      • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Lessee (being a company);
      • the holder of a qualifying floating charge over the assets of the Lessee (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the Lessee or a receiver is appointed over the assets of the Lessee;
      • a creditor or encumbrancer of the Lessee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Lessee’s assets and such attachment or process is not discharged within 14 days;
      • any event occurs, or proceeding is taken, with respect to the Lessee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1(d) to clause 10.1(j) (inclusive); or
      • the Lessee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    • For the purposes of clause 1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the Lessor would otherwise derive from:
      • a substantial portion of this Agreement; or
      • any of the obligations set out in clause 7,

over the term of this Agreement.

• This Agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.

11. Consequences of termination
    • Upon termination of this Agreement, however caused:
      • the Lessor’s consent to the Lessee’s possession of the Equipment shall terminate and the Lessor may, by its authorised representatives, without notice and at the Lessee’s expense, retake possession of the Equipment and for this purpose may enter any premises at which the Equipment is located; and
      • without prejudice to any other rights or remedies of the Lessee, the Lessee shall pay to the Lessor on demand:
        • all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4;
        • any costs and expenses incurred by the Lessor in recovering the Equipment and/or in collecting any sums due under this Agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
      • Upon termination of this Agreement pursuant to clause 1, any other repudiation of this Agreement by the Lessee which is accepted by the Lessor or pursuant to clause 10.3, without prejudice to any other rights or remedies of the Lessor, the Lessee shall pay to the Lessor on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period.
      • The sums payable pursuant to clause 2 shall be agreed compensation for the Lessor’s loss and shall be payable in addition to the sums payable pursuant to clause 11.1(b).
      • Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this Agreement by giving 5 days’ written notice to the affected party.

13. Confidential information
    • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
14. Assignment and other dealings

The Lessee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the written permission from the Lessor.

15. Entire agreement
    • This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
    • Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    • Nothing in this clause shall limit or exclude any liability for fraud.
16. Variation

The Lessor may increase or decrease the Rental Period by confirmation to the Lessee. Apart from that, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. No partnership or agency
    • Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18. Further assurance

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

19. Counterparts
    • This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
20. Third party rights

No one other than a party to this Agreement, or its permitted assignees, shall have any right to enforce any of its terms.

21. Notices
    • Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
      • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      • sent by fax to its main fax number.
    • Any notice or communication shall be deemed to have been received:
      • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
      • if sent by fax, at 9.00 am on the next Business Day after transmission.
    • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

23. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24. Severance
    • If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
    • If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
25. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

26. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).