Hire/Rental and Purchase of Goods & Services

1.  Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement, which is effective from the Commencement Date.

Agreement: the Purchase Order and these terms and conditions.
Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes from time to time in force which apply to the hire of the Equipment.
Business Day: a day, other than a Saturday, Sunday, public holiday in England or the period from 12pm on 24 December up to and including the first public holiday in England in January, when banks in London are open for business.
Commencement Date: the date of the Purchase Order for the hire of the Equipment.
Delivery: the transfer of physical possession of the Equipment to the Lessee at the Site.
Delivery Date: the date of Delivery in the Purchase Order for the hire of the Equipment.
Equipment: the equipment listed in the Purchase Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation:

(a) acts of God, flood (but not inclement weather), drought, earthquake or other natural disaster;

(b) epidemic or pandemic, but not the pandemic declared by the World Health Organisation in March 2020;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; and

(f) any labour or trade disputes, strikes, industrial action or lockouts (which term does not include lockdowns), other than in each case by the party seeking to rely on this clause, or companies in the same group as that party.

Initial Term: the hire period stated in the Purchase Order

Insolvent:
A party or third party shall be deemed Insolvent:

a) when it enters administration within the meaning of Schedule B1 of the Insolvency Act 1986 (IA1986),

(b) on the appointment of an administrative receiver or a receiver or manager of its property under Chapter I of Part III of IA1986,
or the appointment of a receiver under Chapter II of that Part,

(c) on the passing of a resolution for voluntary winding-up without a declaration of solvency under section 89 of IA1986, or

(d) on the making of a winding-up order under Part IV or V of IA1986, or

(e) if it 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 IA1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of IA1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(f)  if it 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation with one or more companies or its solvent reconstruction;

(g) if it applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(h) if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with its winding up (being a company, limited liability partnership or partnership), other than for the sole purpose of a scheme for its solvent amalgamation with one or more other companies or its solvent reconstruction;

(i) if an application is made to the court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the party or third party (being a company, partnership or limited liability partnership);

(j) if the holder of a qualifying floating charge over its assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(k) if a party becomes entitled to appoint a receiver over all or any of its assets or a receiver is appointed over all or any of its assets;

(l) if a creditor or encumbrancer 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 its assets and such attachment or process is not discharged within 14 days;

(m) if any event occurs, or proceeding is taken, with respect to the party or third party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (a) to clause (l) (inclusive);

(n) if it suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(o) if it enters into a restructuring plan under part 26A of the Companies Act 2006; or

(p) if it obtains the benefit of an interim moratorium or other moratorium under UK insolvency legislation, to include an interim moratorium which comes into effect by it filing a notice of intention to appoint administrators pursuant to schedule B1 of IA1986.

Lessee: the company named on the Purchase Order as the hirer of the Equipment.
Lessor: the hire company named on the Purchase Order.
Payment Schedule: the payment and/or unit costs set out in the Purchase Order.
Purchase Order: the document provided by the Lessee to the Lessor in connection with the hire of the Equipment.
Rental Payment: the payment made by or on behalf of the Lessee for hire of the Equipment.
Rental Period: the period of hire as set out in the Purchase Order.
Risk Period: the period during which the Equipment is at the sole risk of the Lessee as set out in clause 2.
Site: the location described in the Purchase Order for Delivery, or the location notified by the Lessee to the Lessor prior to Delivery.
Specification: the specification of the Equipment (if any) set out in the Purchase Order.
Total Loss: due to the Lessee’s default, the Equipment is lost, stolen, seized, confiscated or damaged beyond repair, as agreed between the parties.
VAT: value added tax or any equivalent tax chargeable in the UK.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and
personal representatives, successors and permitted assigns.

1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.5 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.

1.6 A reference to writing or written includes email.

1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.8 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.

1.9 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.

3. Rental Period

The Rental Period shall start on the Delivery Date and shall continue, unless and until terminated in accordance with clause 16, for the Initial Term. This Agreement and the Rental Period shall terminate automatically without notice at the end of the Initial Term provided that the Lessor has notified the Lessor in writing at least two Business Days before the end of the Initial Term that the end of the Initial Term is approaching and the date on which the Initial Term will end and the Lessee has not notified the Lessor before the end of the Initial Term (or any Extended Term agreed under this clause), that it wishes to extend the term of this Agreement for another period (Extended Term). Unless it is further extended under this clause or terminated earlier in accordance with clause 16, this Agreement and the Rental Period shall terminate automatically without notice at the end of an Extended Term

4. Rental Payment

4.1 Subject to clause 4, the Lessee shall pay the Rental Payment to the Lessor in accordance with the Payment Schedule within thirty days from the date of receipt by the Lessee of a valid invoice for the Rental Payment plus VAT.

4.2 The Rental Payment is:

(a) 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.

(b) inclusive of all costs of packaging, Delivery, carriage and insurance.

4.3 VAT will be paid by the Lessee unless the VAT reverse charge applies. References to “reverse charge applies” mean any case where the recipient of a supply for VAT purposes, or a member of a VAT group of which the recipient of the supply is a member, is required to account to the relevant tax authority for the VAT chargeable in respect of the supply.

4.4 The Lessee shall not be obliged to make any payment unless the Lessor submits a valid invoice for the Rental Payment due plus VAT, which shall include the invoice number, the Lessee’s order number, the Lessor’s VAT registration number, and any supporting documentation that the Lessee may reasonably require.

4.5 No extra amounts may be charged for the hire of the Equipment unless agreed in writing and signed by the Lessee.

4.6 The Lessee shall not be obliged to accept any charges for pallets, crates, packages, boxes or containers of any description whatsoever and may, but shall not be obliged to, return the same to the Lessor.

4.7 Subject to clause 4, if the Lessee fails to make a payment of a debt due to the Lessor under this Agreement by the due date, then, without limiting the Lessor’s remedies under clause 16, the Lessee shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The parties agree that this is a substantial and fair and reasonable remedy for the late payment of a debt due to the Lessor under this Agreement. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from five Business Days after the dispute is resolved until payment.

5. Delivery

5.1 Delivery shall be made by the Lessor and time shall be of the essence. The Lessor shall effect Delivery at the time stated on the Purchase Order. Changes from the delivery time stated on the Purchase Order shall be notified by the Lessor to the Lessee. Risk shall transfer in accordance with clause 11 of this Agreement.

5.2 The Lessor shall ensure that the Equipment;

(a) is properly packed and secured in such a manner as to enable it to reach the Site in good condition; and

(b) is accompanied by a delivery note which shows special usage and storage instructions (if any).

5.3 Any signatures obtained by the Lessor at the Site to acknowledge receipt of the goods shall not imply acceptance thereof.

5.4 Delivery shall be complete on completion of unloading of the Equipment at the Site.

5.5 The Lessor shall ensure that all packaging material for the Equipment is removed from the Site immediately following Delivery.

5.6 If the Lessee fails to accept delivery of the Equipment on the Delivery Date, then, except where such failure is caused by the Lessor’s failure to comply    with its obligations under this Agreement:

(a) the Equipment shall be deemed to have been delivered at 9.00 am on the Delivery Date; and

(b) the Lessor shall store the Equipment until delivery takes place and may charge the Lessee the equivalent of one day’s hire for the Equipment. No other charges may be made by the Lessor.

5.7 To facilitate Delivery, the Lessee shall provide all reasonably requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out.

6. Quality

6.1 The Lessor shall ensure that the Equipment shall:

(a) correspond with its description and the Specification;

(b) be fit for any purpose held out by the Lessor or made known to the Lessor by the Lessee expressly or by implication, and in this respect the Lessee relies on the Lessor’s skill and judgement;

(c) be free from defects in design, material and workmanship;

(d) have been and shall be maintained as required or recommended by the manufacturer;

(e) where requested by the Lessee on the Purchase Order be equipped by the Lessor with cab or window guards on Delivery; and

(f) comply with all applicable statutory and regulatory requirements, including in relation to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Equipment.

6.2 Section 10A of the Supply of Goods and Services Act 1982 is excluded from this Agreement.

7. Inspection and testing of Equipment

7.1 The Lessor shall inspect and test the Equipment before Delivery.

7.2 If, as a result of any inspection or test of the Equipment, it is found that the Equipment or any components comprised within it are not fit for purpose, the Lessor shall take such steps as are necessary to ensure compliance.

7.3 The Lessee may require the Lessor to carry out further remedial actions, if necessary, to ensure the Equipment is fit for purpose.

7.4 Notwithstanding any such inspection or testing, the Lessor shall remain fully responsible for the Equipment and any such inspection or testing shall not reduce or otherwise affect the Lessor’s obligations under this Agreement.

8. Maintenance and repair of Equipment

8.1 If required and unless specified otherwise in the Purchase Order, the Lessor shall perform routine maintenance on the Equipment at times pre-arranged with the Lessee. Where the Equipment must be stood down for the purpose of significant maintenance, the Rental Payment for the stood-down time shall not be payable by the Lessee.

8.2 The Lessee shall accept reasonable costs for any puncture repairs incurred by the Equipment during the Rental Period.

9. Branding

The Lessee may apply its branded logos to the Equipment. Any damage caused to the Equipment by the Lessee’s branding shall be rectified as economically as possible and the reasonable cost of rectification paid by the Lessee.

10. Lessee’s remedies

10.1 If the Equipment is not delivered on the Delivery Date, or if there is a breach of any of the provisions set out in clause 1, then, without limiting any of its other rights or remedies, the Lessee may exercise any one or more of the following remedies:

(a) refuse to take any subsequent attempted delivery of the Equipment;

(b) require the Lessor to repair or replace the Equipment at the Lessor’s risk and expense within one Business Day of being requested by the Lessee to do so;

(c) require the Lessor to collect the defective Equipment from the Site and the Lessee shall be entitled to charge the Lessor reasonable storage costs if the Lessor fails to collect the Equipment within one Business Day of being requested to do so;

(d) obtain substitute equipment or components from another supplier and recover from the Lessor any costs and expenses reasonably incurred by the Lessee in obtaining such substitute equipment or components;

(e) terminate this Agreement with immediate effect; and

(f) subject to clause 14, claim damages for any other costs, expenses or losses resulting from the Lessor’s failure to carry out its obligations under this Agreement,

provided that the Lessor shall have no liability for any failure to deliver the Equipment on the Delivery Date to the extent that such failure is caused by the Lessee’s failure to comply with its obligations under this Agreement.

10.2 The Lessee shall not be liable for the Rental Payment in respect of the period between notifying the Lessor that the Equipment is defective and requires repair or replacement and the Lessor completing the delivery of the repaired or replacement Equipment at the Site. The amount of the Rental Payment shall be adjusted on a pro rata basis.

10.3 The terms of this Agreement shall apply to any repaired or replacement Equipment supplied by the Lessor.

10.4 The Lessee’s rights and remedies under this clause 10 are in addition to its rights and remedies implied by statute and common law.

11. Title, risk and insurance

11.1 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).

11.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on completion of Delivery in accordance with clause 4. The Equipment shall remain at the sole risk of the Lessee while the Equipment is in the possession, custody or control of the Lessee until the time when the parties have agreed the Lessor shall collect the Equipment from the Lessee (Risk Period). During the Risk Period, the Lessee shall, at its own expense, obtain and maintain the following insurances:

(a) 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

(b) public liability insurance for the sum of at least £5,000,000.

11.3 The Lessor shall, at its own expense, obtain and maintain public liability insurance for a value of no less than £5,000,000, unless otherwise agreed with the Lessee.

11.4 The Lessor shall provide within one Business Day of request by the Lessee evidence of all insurance policies required to be held by the Lessor under this Agreement.

11.5 The Lessee shall give 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.

12. Lessee’s obligations

12.1 The Lessee shall during the Rental Period:

(a) provide to the Lessor reasonable notice of when the Equipment requires maintenance or repair;

(b) bear the reasonable cost of the repair or rectification of any damage to the Equipment resulting from misuse, neglect, alteration, mishandling or unauthorised manipulation by any person permitted by the Lessee to use the Equipment, provided that the Lessee shall not be liable for any costs of repair where damage is caused by an operator provided by the Lessor;

(c) permit the Lessor or its duly authorised representative to inspect the Equipment at all reasonable times and on reasonable notice and for such purpose to enter the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

(d) not, without the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed), part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment;

(e) not without the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed), 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;

(f) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Lessor in the Equipment.

(g) not use the Equipment for any unlawful purpose;

(h) not remove from the Equipment anything that identifies it as being the Lessor’s property; and

(i) at the end of the Rental Period, allow the Lessor or its representatives access to the Site or any other premises where the Equipment is located for the purpose of removing the Equipment.

13. Lessor’s compliance obligations

13.1 In performing its obligations under this Agreement, the Lessor shall comply with the Applicable Laws and the Lessee’s site policies.

13.2 The Lessor shall obtain and maintain in force for the duration of this Agreement all licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement and which are necessary or appropriate for the Lessee to use the Equipment generally and for any purposes which are set out or implied from in the Specification.

14. Limitation of liability

14.1 The restrictions on liability in this clause 14 apply to every liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.2 Nothing in this Agreement limits any liability which cannot legally be limited including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.

14.3 Subject to clause 2, 15.2, 16.2 and 17.2, the Lessee’s total liability to the Lessor shall not exceed the greater of the Rental Payment and the insurance monies received by the Lessee in relation to liability to the Lessor under this Agreement.

14.4 Subject to clause 2, this clause 14.4 identifies the kinds of loss that may be claimed.

Types of loss and specific losses that may be claimed:

(a) wasted expenditure;

(b) loss of profits;

(c) additional costs of procuring and implementing replacements for, or alternatives to, the Equipment not provided in accordance with this Agreement. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials;

(d) losses incurred by the Lessee arising out of or in connection with any third party claim against the Lessee which has been caused by the act or omission of the Lessor. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Lessor’s personnel, regulators and customers of the Lessee; and

(e) loss of agreements or contracts.

provided that (b), (c), (d) and (e) shall not be claimed by the Lessor.

15. Cancellation

15.1 The Lessee may cancel this Agreement with immediate effect at any time including before the commencement of the Rental Period, by giving written notice to the Lessor.

15.2 On cancellation of this Agreement before Delivery the Lessee shall not be liable to pay to the Lessor any Rental Payment or any kinds of loss howsoever arising as a result of the cancellation other than any reasonable costs in respect of return of Equipment to the Lessor’s nearest premises if at the time of cancellation Equipment is already in transit from the Lessor’s premises to the Site. On cancellation of this Agreement after Delivery the Lessee shall pay only Rental Payment pro rata to the number of calendar days between Delivery and the date of cancellation and the Lessor shall collect the Equipment within two Business days of the cancellation.

16. Termination

16.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of one Business Day after being notified in writing to do so;

(b) the other party 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 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(e) 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 other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the other party 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 other party’s assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1(b) to clause 16.1(i) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

For the purposes of clause 16.1(a), 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 terminating party would otherwise derive from a substantial portion of this Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

16.2 This Agreement shall terminate automatically if a Total Loss occurs in relation to the Equipment. Notwithstanding any other clause of this Agreement, in the event of Total Loss the Lessee shall pay to Lessor all insurance monies received by the Lessor for loss caused to the Lessor solely as a result of the Total Loss. Unless included in such insurance monies received by the Lessee, the Lessee shall not be liable to the Lessee for any kind of loss.

17. Consequences of termination

17.1 On termination of this Agreement, however caused:

(a) the Lessor’s consent to the Lessee’s possession of the Equipment shall terminate; and

(b) the Lessor shall collect the Equipment at a date and time agreed by the parties and time shall be of the essence. If the Lessor fails to remove the Equipment on the agreed date the Lessee shall be entitled to charge the Lessor reasonable storage costs and any other costs arising from the Lessor’s failure to remove the Equipment.

17.2 On termination of this Agreement, however caused, the Lessee shall pay to the Lessor on demand but subject to set off, withholding, counterclaim or abatement by the Lessee the Rental Payment (pro rata to each Business Day the Equipment was available and useable for the period from Delivery to the date of termination) and other sums due but unpaid at the date of such termination together with any interest accrued pursuant to clause 7.

17.3 Any sum due to the Lessor pursuant to clause 17.2 shall be agreed compensation for the Lessor’s loss.

17.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

17.5 Subject to clause 17.2, termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

18. 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 results from a Force Majeure Event. In such circumstances and unless the Lessee cancels this Agreement pursuant to clause 15, 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 two weeks, the party not affected may terminate this Agreement with immediate effect by giving written notice to the affected party.

19. Confidential information

19.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 19.2.

19.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

19.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

20. Assignment and other dealings

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

21.Entire agreement

21.1 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.

21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, 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.

22. Application

This Agreement forms part of the contract in connection with the hire of the Equipment to the exclusion of all other terms and conditions (including any terms or conditions which the Lessor purports to apply under any invoice, contract or other document).

23. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. No partnership or agency

24.1 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.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. Further assurance

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, provide such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement.

26. Third party rights

Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

27. Notices

27.1  Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

(a) 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

(b) sent by email to the address specified in the Purchase Order.

27.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, on the Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 27.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(d) 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.

28.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.

29. 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.

30. Severance

30.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

30.2 If any provision or part-provision of this Agreement is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

31. Disputes

In the event of a dispute in connection with this Agreement the parties shall endeavour to reach a resolution of the dispute satisfactory to both parties. Either party may request a meeting with the other party. The meeting should take place within seven Business Days of the request. Each party shall nominate a manager to attend the meeting.

32. Governing law

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

33. Jurisdiction

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

34. Standard Payment Terms

Payment will be made 30 days end of month. This means invoices dated within a calendar month will fall due on the last working day of the following month, subject to receipt of a valid, undisputed invoice. We operate a single monthly payment run, and invoices will be included in the next scheduled run once they have met all approval and processing requirements. Any payment terms that differ from these standard terms must be agreed in advance and confirmed in writing. No alternative terms will be accepted unless formally authorised by us, prior to the commencement of supply.