Terms & Conditions

CLiKAPAD Limited terms and conditions for the sale and rental of audience response voting systems

Last updated: 14th August 2014

SALE TERMS

RENTAL TERMS

TERMS AND CONDITIONS FOR THE SALE OF AUDIENCE RESPONSE SYSTEMS

1.    DEFINITIONS

In these Terms and Conditions the following expressions shall have the meanings ascribed to them below:

(1)  “Company” means CLiKAPAD Limted, whose registered office is at 18 Hyde Gardens, Eastbourne, East Sussex, BN21 4PT;

(2)  “Buyer” means the legal entity with whom the Contract is made by the Company;

(3)  “Equipment” means the hardware, software, manuals, documentation, accessories, or articles or any of them (including any replacements or renewals thereof, additions thereto and substitutions thereof) described in the Equipment Schedule;

(4)  “Equipment Schedule” means the schedule identifying the Equipment which is the subject of the Contract;

(5)  “Contract” means the contract between the Company and the Buyer for the sale and purchase of the Equipment comprising these Conditions and the Equipment Schedule.

2.     STATUS OF TERMS AND CONDITIONS

(1)    These Terms and Conditions shall be incorporated in all contracts between the Company and Buyer for the sale of Equipment to the exclusion of all other terms and conditions and communications between the Company and the Buyer. In the case of any inconsistency between these Terms and Conditions and the Equipment Schedule, the provisions of these Terms and Conditions shall prevail.   Variations of the Contract shall be effective only if agreed in writing by a director of each of the parties and will then prevail over these Terms and Conditions.

(2)    The Contract constitutes the entire agreement between the Buyer and the Company for the sale of the Equipment and supersedes all prior or other arrangements relating to such sale and no statement, description, information, warranty, condition, or recommendation contained in any price-list, advertisement, documentation or communication or made verbally by any of the agents or employees of the Company shall be construed so as to extend, vary or override any provisions of this Contract in any way.

3.     SPECIFICATIONS

Specifications, dimensions and other product details are given in good faith and the Company will endeavour to ensure that the Equipment supplied to the Buyer complies with such specifications, dimensions and other product details. However, it may not be possible for the Company to control minor deviations from specifications, dimensions and other product details and therefore it reserves the right in such cases to supply Equipment of substantially similar specifications, dimensions and other product details.

4.     PRICES

(1)    Prices are valid as shown and are subject to variation without notice. The Company reserves the right to withdraw products from sale unless payment has been received in accordance with Clause 5.

(2)    Delivery is subject to availability of stock. In no circumstances will be the Company be liable for delays in delivery.

(3)    Unless otherwise stated, all prices are exclusive of the costs of carriage, insurance and collection (as appropriate) all of which shall be payable by the Buyer.

(4)    Unless otherwise stated, all prices are exclusive of Value Added Tax which shall be payable by the Buyer at the then applicable rate.

(5)    The Company reserves the right to increase the price of Equipment to reflect any change in delivery dates, quantities or specifications which is requested by the Buyer, or any delay caused by the Buyer or any failure of the Buyer to perform its obligations for the Equipment or to give the Company adequate information or instructions.

(6)    No order for Equipment which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Buyer shall reimburse the Company for all costs and liability incurred by it in relation to such cancellation (including loss of profit and the cost of all labour and materials used or appropriated to the Contract) provided that the Buyer’s liability in this respect shall not exceed 10{f95b937bccd4f37d09446e413feed6e03a7ef9beec59b2e882b4aa48416839e7} of the total price stated in the order.

5.     PAYMENT TERMS

(1)    The Company does not grant credit facilities automatically. Should the Company grant the Buyer credit facilities,  payment of all charges shall be made as per the terms denoted on the invoice. If the Buyer is not granted a credit account then payment is to be made on or before the invoice date.

(2)    Payment in full shall be made by the date specified on the invoice and the Buyer shall not be entitled to exercise any set-off, lien, counterclaim, cross demand or any other similar right or claim whatsoever.

(3)     The time of payment shall be of the essence of the Contract.

(4)     The Company reserves the right to withdraw credit facilities at any time and without notice.

(5)    Without prejudice to any other rights it may have the Company is entitled to charge interest on any unpaid invoices at the applicable rate as prescribed in the Late Payment of Commercial Debt (Interest) Act 1988, such interest to run from the due date for payment until the date when payment in full is received, whether before or after judgment has been obtained and the Company may cancel the Contract and suspend further deliveries to the Buyer.

6.     RISK AND DELIVERY

(1)    Risk of loss of or damage to the Equipment will pass to the Buyer upon delivery of the Equipment to the Buyer.   The Company shall effect delivery of the Equipment by informing the Buyer that the Equipment is ready for delivery and depositing it at the place for delivery stated in the Equipment Schedule.

(2)    If the Buyer fails to take delivery or to give adequate delivery instructions then, without prejudice to its other rights and at the Buyer’s expense, the Company may store and/or dispose of the Equipment.  Any shortfall in disposal proceeds below the Contract price shall be paid by the Buyer to the Company.

(3)    If the Buyer agrees that Equipment may be delivered in instalments, each such instalment shall constitute a separate Contract which may be separately invoiced.  Any delay in delivery or termination of any instalment will not entitle the Buyer to terminate the Contract as a whole, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery.

7.     TITLE

Notwithstanding the passing of risk under 6 above, title will only pass to the Buyer when payment has been made to the Company of all sums due to it for the Equipment and/or under any other contract between the Buyer and Company on any account whatsoever. If payment has already been received in full, then title passes to the Buyer upon delivery.   Until such time as property in the Equipment passes to the Buyer, the Buyer shall:

(a)          hold the Equipment as the Company’s fiduciary agent and bailee;

(b)          keep the Equipment properly stored, insured and identified as the Company’s property; and

(c)          the Company shall have a lien over any of the Buyer’s assets in its possession or control.

8.     WARRANTIES AND LIMITATIONS OF LIABILITY

(1)   Subject to clause 8(4), the parties agree that the implied warranties of merchantability and fitness for a particular purpose and all other warranties whether express or implied including without limitation, warranties as to description accuracy, quality or productiveness, are excluded from the Contract and shall not apply to the Equipment. For the avoidance of doubt, subject to clause 8(4), any oral or other statements about the Equipment not included in these Terms and Conditions do not constitute warranties, may not be relied upon by the Buyer and are not part of the Contract.

(2)    Subject to clause 8(3), if within 30 days of delivery any Equipment proves defective or unsatisfactory under normal use the Company’s entire liability to the Buyer shall be satisfied by its refunding the price paid for the Equipment in question.

(3)    The Buyer shall be entitled to a refund under clause 8(2) provided that:

(a)        the Equipment has been used solely for its proper purpose and in accordance with the operating instructions;

(b)        the defect has not been caused by fire, accident, misuse, neglect, incorrect installation by the Buyer or its Buyers, agents or servants, unauthorised alteration, repair or maintenance or the use of sub-standard consumables;

(c)        the defect has not arisen from any design, specification, component or material supplied by or on behalf of the Buyer;

(d)        no part of the Equipment have been replaced with a part not supplied or approved by the Company;

(e)        payment in full of all sums due in respect of the Equipment has been made; and

(f)         the Buyer has complied with clause 9(3)

(4)    Nothing in the Contract shall exclude or limit any liability for death or personal injury caused by the negligence or wilful default of the Company, its employees or agents, or for fraudulent misrepresentation, or for any other liability which may not be excluded or limited by law.

(5)    Subject to clause 8(4), the maximum aggregate liability of  the Company and its officers, employees and agents for all claims whether arising in contract, tort, breach of statutory duty or otherwise made by the Buyer in respect of or arising from any Contract shall not exceed the amount paid by the Buyer for the Equipment supplied pursuant to such Contract.

(6)    Without limiting the foregoing but subject to clauses 8(4) and 8(8), the Company shall not be liable for any special, incidental or consequential losses or damages (including without limitation loss or diminution in value of any items held, worked on or processed by the Company; loss of profit, revenue, use, anticipated savings or goodwill; loss or corruption of data; business interruption; management costs or third party liability).

(7)    The Buyer acknowledges that the above limitations are reasonable in view of the ex-rental nature of the Equipment and that the apportionment of risk between the parties is reflected in the price paid by it for the Equipment.

(8)    The Buyer shall take all precautions to protect its data and shall ensure that a regular data back-up arrangement is implemented before and during the Contract   The Buyer shall be responsible for restoring any lost or corrupted data unless such loss is caused by the negligence or wilful default of the Company in which case the Company’s liability shall be limited to the reinstatement where possible of all data proven to have been lost or irremediably corrupted and which would not have been included in such back-up arrangements required to be maintained by the Buyer.

9.     CONDITION ON DELIVERY

(1)    Unless the Company is notified in writing by the Buyer within 24 hours after delivery of the Equipment, it shall be conclusively presumed that the Equipment was delivered in a good operating condition and in complete accordance with the manufacturer’s description and the Buyer’s requirements and the Equipment shall be deemed to have been accepted.

(2)    The Buyer agrees that the Equipment may be delivered using standard packaging, and that the original packaging may not be available or suitable for delivery.

(3)    The Buyer may only return Equipment to the Company if the Equipment is proven to be faulty within 30 days of shipment and upon receipt of an authorised Company RMA number. The Buyer shall return the Equipment at his own expense.

10.     TERMINATION OF CONTRACT

(1)    This clause applies if:

(a)    if any person takes steps to seize attach arrest or sequestrate the Equipment before title to the Equipment has     passed to the Buyer in accordance with these Terms and Conditions;

(b)    if the Buyer ceases or threatens to cease to carry on business or is subject to any legal proceedings in which its solvency is in question or has any process of distress or execution levied against it or calls a meeting of, or enters into any composition or arrangement with, its creditors;

(c)    if the Buyer being an individual shall die or being a partnership shall be dissolved or if the Buyer (or where the Buyer is a partnership if any partner thereof) shall suffer an interim order (within the meaning of the Insolvency Act 1986 or any statutory modification or re-enactment thereof) to be made against him or suffer the making of a statutory demand or commit any act of bankruptcy or if a bankruptcy petition be presented against him;

(d)    if, the Buyer being a company, any resolution or petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator shall be appointed over the whole or any such part of such company’s undertaking, property or assets.

(2)    If this clause applies then without prejudice to any other right or remedy available to the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer. Any credit facilities will automatically be withdrawn and any unpaid invoices shall become due and payable immediately and interest bearing pursuant to clause 5(5).

11.     FORCE MAJEURE

The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in obtaining or delivering the Equipment by the normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lockouts or any other form of industrial action, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant machinery or shortage or unavailability of raw materials or labour from normal sources of supply.

12.     WAIVER

No waiver by the Company of any breach by the Buyer of its obligations hereunder shall constitute a waiver of any subsequent breach thereof.

13.     SEVERABILITY

If in any particular case any provision of this Contract shall be held to be invalid, unenforceable or shall not apply to the Contract then the remaining provisions shall continue in full force and effect.

14.     NOTICES

Any notice to be given by either party to the other shall be in writing and may be served either by delivering it by hand or sending it by first class post or facsimile transmission in the case of the Company to the Company’s Premises and in the case of the Buyer to the address appearing in the Contract as the relevant address for the despatch of invoices or such other address as the Buyer may from time to time have communicated to the Company in writing for this purpose. Service by delivery by hand shall be deemed to be effected upon delivery to the relevant address, service by first class post 3 days following the date of posting and service by facsimile transmission upon transmission of the relevant communication.

15.     JOINT AND SEVERAL LIABILITY

Where two or more persons are a party to the Contract as the Buyer the liability of such persons shall be joint and several.

16.     LAW AND EXPORT

(1)    These terms and conditions of sale shall be governed by and construed in accordance with English law. The Buyer hereby submits to the exclusion jurisdiction of the English Courts provided that (and without prejudice thereto) the Company shall be entitled to apply for any provision of conservatory measures or interim relief in any other court having jurisdiction.

(2)    Where the Equipment is supplied by the Company for export from the United Kingdom, the Buyer shall comply with all applicable legislation and regulations and payment of any duties, import taxes or other costs of import.  If the Company notifies the Buyer that export of the Equipment into a country is prohibited under the Company’s export licences, the Buyer shall not supply or offer the Equipment for supply into or within that country. The Buyer shall obtain all licences, authorisations and approvals required for export of Equipment from the UK or import into any other country and shall indemnify the Company against any liability in relation to the Buyer’s breach of any of the provisions of this clause 16.

TERMS AND CONDITIONS FOR AUDIENCE RESPONSE AND COMPUTER EQUIPMENT RENTAL

1.  DEFINITIONS

In these terms and conditions (“Conditions”) the following expressions shall have the meanings ascribed to them below:

(1)    “Company” means CLiKAPAD Limted, whose registered office is at 18 Hyde Gardens, Eastbourne, East Sussex, BN21 4PT;

(2)    “Contract” means the contract between the Company and the Hirer for the supply and rental of the Equipment

(3)    “the Hirer” means the legal entity with whom the Contract is made by the Company;

(4)    “Equipment” means the hardware, software, manuals, documentation, accessories, or articles or any of them (including any replacements or renewals thereof, additions thereto and substitutions thereof) described in the Schedule;

(5)    “Company”s Premises” means the premises of the Company at Wolfe Lodge, Farnham Road, Bordon, Hampshire, GU35 0NH, or such other premises as may be notified to the Hirer;

(6)    “Delivery Date” means the date that the Equipment is collected by the Hirer from the Companys Premises or the date of delivery of the Equipment to the Hirer, whichever is applicable;

(7)    “Return Date” means the date specified in the Contract as the date for the return of the Equipment to the Company or such other date as the parties may hereafter agree;

(8)    “Rental Period” means the period commencing on the Delivery Date and expiring on the Return Date.

(9)    “Schedule” means the schedule to these Conditions issued by the Company.

2.  STATUS OF TERMS AND CONDITIONS

(1)    These Conditions shall be incorporated in all contracts between the Company and Hirer for the rental of Equipment to the exclusion of all other terms and conditions and communications between the Company and the Hirer. In the case of any inconsistency between these Conditions and the Equipment Schedule  the provisions of these Conditions shall prevail.   Variations of the Contract shall be effective only if agreed in writing by a director of each party and will then prevail over these Conditions.

(2)    The Contract constitutes the entire agreement between the Hirer and the Company for the rental of the Equipment and supersedes all prior or other arrangements relating to such rental and no statement, description, information, warranty, condition, or recommendation contained in any price-list, advertisement, documentation or communication or made verbally by any of the agents or employees of the Company shall be construed so as to extend, vary or override any provisions of this Contract in any way.

3.  ORDERS

Notwithstanding that the Company may have given a detailed quotation to the Hirer no order shall be binding on the Company unless and until it has been accepted by the Company.

4.  DELIVERY

All times or dates quoted for delivery of the Equipment are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of the Contract.

5.  RENTAL CHARGES

(1)    The Contract shall be automatically renewed at the end of the Rental Period unless the Company receives notice in writing from the Hirer not less than three working days prior to the end of the Rental Period. Any such renewal shall be subject to the terms of the original Contract.

(2)    Unless otherwise expressly stated in writing to be firm for a given period, the Companys charges are subject to variation, upon 14 days’ prior written notice to the Hirer, to take account of any variations in wages, materials or other costs incurred by the Company since the start of the Contract. The Company accordingly reserves the right to modify its price list and to adjust its charges by the amount of any increase or decrease in such costs.

(3)    All charges are exclusive of the costs of carriage, insurance and collection (as appropriate) all of which shall be payable by the Hirer.

(4)    All charges are exclusive of Value Added Tax which shall be payable by the Hirer at the then applicable rate.

(5)    The Company reserves the right to increase the rental charges of Equipment to reflect any change in delivery dates, quantities or specifications which is requested by the Hirer, or any delay caused by the Hirer or any failure of the Hirer to perform its obligations for the Equipment or to give the Company adequate information or instructions.

6.  PAYMENT TERMS

(1)    The Company does not grant credit facilities automatically. Should the Company grant the Hirer credit facilities, payment of all charges shall be made strictly as per the terms denoted on the invoice. If the Hirer is not granted a credit account then payment is to be prior to dispatch of Equipment.

(2)    The time of payment shall be of the essence of the Contract.

(3)    The Company reserves the right to withdraw credit facilities at any time and without notice.

(4)    Without prejudice to any other rights it may have the Company is entitled to charge interest on any unpaid invoices at the applicable rate as prescribed in the Late Payment of Commercial Debt (Interest) Act 1988, such interest to run from the due date for payment until the date when payment in full is received, whether before or after judgment has been obtained and the Company may cancel the Contract and suspend further deliveries to the Hirer.

(5)    The Company reserves the right to cancel any discounts applied to the order when payment is overdue.

7.  SOFTWARE

(1)    The title and intellectual property rights in and to any software supplied with or as part of the Equipment, including programs and documentation (“the Software”) shall be retained by the appropriate proprietor thereof.

(2)    The Hirer is granted the right to use the Software only for the term of the Contract. The Hirer’s receipt of the Equipment indicates acceptance of the terms of any licence for software supplied and the Hirer shall indemnify the Company against any liability, damage, cost or expense which it incurs in relation to any failure by the Hirer to observe the terms of any such licence.

The obligations in respect of Software as set out in these Conditions shall survive notwithstanding any termination or expiration of the Contract.

8.  OBLIGATIONS OF THE HIRER

The Hirer hereby undertakes and agrees as follows:-

(1)    to inspect the Equipment immediately on delivery thereto and to notify the Company within 24 hours of delivery by telephone if the Equipment is either defective or otherwise not in accordance with the Contract. If no such notification is given the Equipment shall be deemed to be complete and in good order and condition and fit for the purpose for which it is required by the Hirer and the Hirer shall be bound to accept and pay for the same accordingly.

(2)    to use the Equipment in a proper manner and with all reasonable care and to operate the Equipment in accordance with any instructions issued for it.

(3)    not to use the Equipment for any purpose for which it was not designed or intended and not to interfere or tamper with it nor allow any other person to do so unless previously agreed in writing by the Company;

(5)    not to obliterate, move or to deface or cover up any identification plates or marks affixed to the Equipment by the Company;

(6)    not to use or permit the Equipment to be used in contravention of any statutory provision or regulation or in any way contrary to law;

(7)    that the Equipment shall at all times remain the property of the Company unless sold to the Hirer under a separate agreement in writing;

(8)    not to sell or offer for sale, assign, mortgage, pledge, sub-let or transfer the Equipment or the benefit of the Contract either in whole or in part;

(9)    unless otherwise expressly stated in the Schedule, to maintain for the duration of the Rental Period comprehensive insurance on the Equipment for its full reinstatement value with a reputable insurance company approved in writing by the Company against all risks of loss or damage (other than those risks for which the Company agrees to insure the Equipment) and also against all risks of third party liability arising out of the hire or use of the Equipment by the Hirer or the presence thereof at the Hirer”s premises;

(10)    to indemnify the Company against any loss, claim or liability suffered or incurred by the Company as a result of any third party claim arising out of the state, condition or use (fair wear and tear excepted) of the Equipment during the Contract or in any way arising out of the Equipment being let under the Contract;

If the Hirer commits any breach of obligations placed on it by these Conditions the Company may in addition to any legal or equitable remedies available to it immediately terminate the Contract and the Hirer shall indemnify the Company against any liability, loss, cost or expense which the Company incurs in relation to any such breach.

9.  RISK OF LOSS OR DAMAGE

(1)    Loss of or damage to the Equipment shall not discharge the Contract nor affect the Hirer’s liability to make payments under it.  Risk of loss of or damage to the Equipment under a Contract shall, unless otherwise expressly stated in the Schedule, be borne by and remain with the Hirer until the Equipment is delivered back to the Company (provided that if it is agreed to check the Equipment at the Hirer’s premises prior to collection by a carrier, risk in the Equipment shall pass to the Company upon collection by the carrier).

(2)    Where Equipment is at the Hirer’s risk pursuant to clause 9(1) and is lost or damaged in transit, the Company shall invoice the Hirer for such loss or damage within 7 days of the loss or damage becoming apparent.

(3)    Unless it has been expressly stated in the Schedule that the risk of loss of or damage to the Equipment shall be retained by the Company, if the Equipment becomes a total or constructive total loss for any reason the Hirer shall pay the Company on demand such sum as equals the manufacturer’s then current list price for goods which at the time are the same as or the closest available equivalent to the Equipment.

(5)    If it is expressly stated in the Schedule that the Company retains the risk of loss of or damage to the Equipment during the Rental Period, the Hirer shall:

(a)          not do or refuse to do anything likely to invalidate any insurance maintained by the Company;

(b)          be responsible for the damage waiver specified in the Schedule but the Company waives its right to recover from the Hirer reimbursement in excess of such amount of the manufacturer’s then current list price for goods which at the time are the same as or the closest available equivalent to the equipment provided that the Hirer is not in breach of any provision of these Conditions;

(c)          if the Equipment is damaged or lost by reason of the Hirer’s or its agents’, servants’ or representatives’ wilful damage, negligence or lack of reasonable care, pay the Company on demand such sum which equals the manufacturer’s then current list price for goods which at the time are the same as or the closest available equivalent to the Equipment.

10.  LIABILITY

(1)    The Hirer expressly acknowledges that the Company is not the original manufacturer or supplier of the Equipment, and that the Equipment has been selected by the Hirer as suitable for its purpose and the Hirer is responsible to check the Equipment is fully compatible with any other devices or equipment in use. The Hirer accordingly agrees and acknowledges that all conditions, warranties or representations whether express or implied or statutory or otherwise in respect of the Equipment or its fitness for any particular purpose are hereby expressly excluded to the fullest extent permitted by law;

(2)    The aggregate liability of the Company to the Hirer in respect of any loss or damage whether arising in contract, tort, for breach of statutory duty or otherwise shall be limited to and shall not in any circumstances exceed the total amount of the rental charges paid or payable by the Hirer to the Company in respect of the Equipment during the Rental Period in which receipt of notification by the Company of the relevant claim was received.

(3)    The Company shall not in any circumstances be liable whether in contract, tort, for breach of statutory duty or otherwise for any consequential or indirect loss or damage howsoever arising and of whatsoever nature (including, without limitation, any loss or damage to computer programs or data, loss of profit, loss of goodwill, loss of revenue, loss of anticipated benefit, business interruption, management time or third party liability.

(4)    Notwithstanding anything contained in this Contract the Company shall be liable in full for fraudulent misrepresentation and for any death of or physical injury to any person which is caused by the negligence of the Company or its employees.

11.  HEALTH AND SAFETY

The Hirer undertakes to take such steps as may be properly recommended by the manufacturer of the Equipment or may otherwise be necessary to ensure that the operation of the Equipment will be without risk to health and safety.

12.  RETURN OF THE EQUIPMENT

(1)    The Hirer shall be responsible for the return of the Equipment (together with the packing materials thereof) to the Company”s Premises at its own risk on or before the Return Date and the Equipment shall be returned unencumbered and in good repair, condition and working order (fair wear and tear excepted).

(2)    The Company will notify the Hirer of any items not returned off rental including cables, manuals and other accessories. Any items not returned within 7 days of any such notification will be invoiced at the manufacturer’s then current list price for goods which at the time are the same as or the closest available equivalent to such items.

(3)    All packing materials are chargeable at the Company”s then prevailing rate if not returned or if found to be damaged when returned to the Company.

13.  TERMINATION

(1)    Without prejudice to its other rights, the Company may by notice in writing terminate the Contract forthwith upon the occurrence of any of the following events:-

(a)          if the Hirer shall be in breach of any of its obligations under the Contract;

(b)          if any person takes steps to seize attach arrest or sequestrate the Equipment;

(c)          if the Hirer ceases or threatens to cease to carry on business or is subject to any legal proceedings in which its solvency is in question or has any process of distress or execution levied against it or calls a meeting of, or enters into any composition or arrangement with, its creditors;

(d)          if the Hirer being an individual shall die or being a partnership shall be dissolved or if the Hirer (or where the Hirer is a partnership if any partner thereof) shall suffer an interim order (within the meaning of the Insolvency Act 1986 or any statutory modification or re-enactment thereof) to be made against him or suffer the making of a statutory demand or commit any act of bankruptcy or if a bankruptcy petition be presented against him;

(e)          if, the Hirer being a company, any resolution or petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator shall be appointed over the whole or any such part of such company”s undertaking, property or assets.

(2)    Termination of the Contract for any reason shall be without prejudice to any rights of the Company which have accrued hereunder up to the effective date of termination.

(3)    Upon termination of the Contract the Hirer shall:-

(a)          at its own risk and expense forthwith disconnect, return or redeliver the Equipment to the Company’s Premises and if the Hirer shall fail to return or redeliver the Equipment within a reasonable time of being requested so to do the Company may forthwith and without any notice retake possession of the Equipment and for this purpose the Company is hereby licensed to enter into and upon any premises occupied by or under the control of the Hirer; and

(b)          without prejudice to the Company’s rights to claim damages, become immediately liable to pay to the Company all arrears of rental charges and other monies accrued due and unpaid for the term of the Contract together with interest thereon at the rates set out in Condition 6(5) and any costs and expenses incurred by the Company in locating, repossessing recovering or restoring the Equipment or any payments due under the Contract.

14.  CANCELLATION

1)    The Contract may only be cancelled prior to the delivery of the Equipment by the agreement in writing of both parties and upon the payment to the Company of such amount that may be necessary to indemnify the Company against all loss (including without limitation loss of profit and the cost of all labour and materials used or appropriated to the Contract)  resulting from the said cancellation.

(2)    Without prejudice to condition 14 (1) the Company also reserves the right to make a cancellation charge as follows:-

(a)         Dry Hire cancellations within 14 days of agreed despatch date are charged at 50{f95b937bccd4f37d09446e413feed6e03a7ef9beec59b2e882b4aa48416839e7} of the total price.

(b)         Dry Hire cancellations within 48 hours of agreed despatch date are charged at 100{f95b937bccd4f37d09446e413feed6e03a7ef9beec59b2e882b4aa48416839e7} of total price.

(c)         Managed events cancelled within 60 days of the event date are charged at 25{f95b937bccd4f37d09446e413feed6e03a7ef9beec59b2e882b4aa48416839e7} of the total price.

(d)         Managed events cancelled within 30 days of the event date are charged at 50{f95b937bccd4f37d09446e413feed6e03a7ef9beec59b2e882b4aa48416839e7} of the total price.

(e)         Managed events cancelled within 7 days of the event date are charged at 100{f95b937bccd4f37d09446e413feed6e03a7ef9beec59b2e882b4aa48416839e7} of the total price.

(3)    Once the Equipment is delivered the Hirer must pay for the whole of the agreed Rental Period even if the Equipment is returned early.

15.  NOTICES

Any notice to be given by either party to the other shall be in writing and may be served either by delivering it by hand or sending it by first class post or facsimile transmission in the case of the Company to the Company”s Premises and in the case of the Hirer to the address appearing in the Contract as the relevant address for the despatch of invoices or such other address as the Hirer may from time to time have communicated to the Company in writing for this purpose. Service by delivery by hand shall be deemed to be effected upon delivery to the relevant address, service by first class post 3 days following the date of posting and service by facsimile transmission upon transmission of the relevant communication.

16.  GENERAL

(1)    The Company may assign the Contract or sub-contract the whole or any part thereof to any person firm or company but the Hirer shall not assign the Contract or any of its rights or obligations hereunder without the prior written consent of the Company.

(2)    The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in obtaining or delivering the Equipment by the normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lockouts or any other form of industrial action, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant machinery or shortage or unavailability of raw materials or labour from normal sources of supply.

(3)    No waiver by the Company of any breach by the Hirer of its obligations hereunder shall constitute a waiver of any subsequent breach thereof.

(4)    If in any particular case any provision of this Contract shall be held to be invalid, unenforceable or shall not apply to the Contract then the remaining provisions shall continue in full force and effect.

(5)    Where two or more persons are a party to the Contract as the Hirer the liability of such persons shall be joint and several.

(6)    The Contract shall be governed by and construed in accordance with English Law.  The Hirer hereby submits to the exclusive jurisdiction of the English Courts provided that (and without prejudice thereto) the Company shall be entitled to apply for any provision of conservatory measures or interim relief in any other court having jurisdiction.