In these conditions unless the context requires otherwise the singular shall include the plural and the masculine gender the female and neuter genders and vice versa and the following words shall have the meanings set out opposite them.
1.1 ‘the Company’ shall mean Hughes Productions (uk) Ltd or any associated person or company of Hughes Productions (uk) Ltd.
1.2 ‘the Customer’ shall mean any person firm company or organisation to whom the company agrees to hire ‘the Goods’ and/or for whom the Company agrees to perform ‘the Services’.
1.3 ‘the Goods’ shall mean the goods (and any parts thereof) the subject matter of the contract as described in these conditions and (if appropriate) on the face of the Company’s acknowledgment of booking form;
1.4 ‘the Services’ shall mean the provision of the services provided either alone or in connection with the hire of the Goods the subject matter of the contract as described in these conditions and (if appropriate) on the face of the Company’s acknowledgment of booking from.
2.1 All contracts for hire of the Goods or performance of the Services (or partly for the hire of the Goods and partly for the performance of the Services) by the Company are made subject to these conditions of business which supersede any earlier sets of conditions issued by the Company. Any stipulations or conditions in the Customer’s order form or other document delivered by the Customer which would if applicable conflict with these conditions or in any way qualify or negative the same shall be deemed to be inapplicable to the Company unless the same shall have been expressly agreed to in writing in a document signed by a director of the Company. No other servant or agent of the company has any authority to alter or qualify these conditions in any way.
2.2 The company reserves the right by notice in writing to the Customer signed by a director of the company to add to amend or vary these conditions at any time before acceptance of delivery of or payment for the Goods or commencement of or payment for the services.
2.3 Acceptance of delivery of the Goods and/or allowing the Company to commence performance of the Services shall of itself constitute an acceptance of these conditions where acceptance has not previously been communicated to the Company.
2.4 Quotations shall be available for acceptance (unless expressly stated otherwise) for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such a period at any time by written or oral notice.
2.5 If any statement or representation has been made to the Customer by the Company its servants or agents upon which the Customer relies than in the documents enclosed with the Company’s quotation or acknowledgment of order then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm reject or clarify the point and submit a new quotation.
2.6 If subsequent to a contract in which these conditions are incorporated any further contract of sale is concluded with the Customer by letter or telegram or orally or by a combination of these factors without express reference to these general conditions it shall be a term of such contract that these general conditions of business apply thereto.
2.7 Upon receipt of a booking for the hire of Goods and/or the performance of the Services a non-returnable deposit of 50% of the price or charges for the hire of the Goods and/or performance of the Services shall be due forthwith by the Customer to the Company.
3.1 All prices or charges are unless otherwise stated quoted net ex works exclusive of VAT or other tax or duty relating to the performance of the Works or the hire of the Goods chargeable to the Company.
3.2 If after the date of the Company’s quotation the cost to the Company of the performance of the Works or the hire of the Goods or both is increased then the Company may give notice of any such increase which the Company is proposing to pass on to the Customer and such notice if given shall have the effect of increasing the Company’s quoted price for the Goods or Services or both. The Customer may by notice in writing to the Company within 7 days of the notice of such increase cancel the order and in this event the contract for the hire of the Goods or the performance of the Services or both shall be determined without any liability whatsoever being incurred by the Company or the Customer to the other. If the Customer shall not give written notice rejecting the increase within 7 days then the increase shall be added to the quoted price and form part of the contract between the Company and the Customer.
4. Terms of Payment
4.1 Unless otherwise agreed by the Company in writing payment for hire of the Goods or the performance of the Services or both as the case may be shall be paid in full and received by the Company upon delivery of the Goods or completion of the performance of the Services. The Company shall be entitled to submit its invoice with its acknowledgment of booking form or at any time thereafter.
4.2 In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy the company has under these conditions or by virtue of the general law and without prior notice to suspend all further contracts between the company and the Customer for hire of the Goods or performance of the Services and to charge interest on the amount outstanding at the rate of 4% above the base rate of Barclays Bank plc from time to time in force throughout the period the amount is outstanding. A cheque tendered by the Customer in payment shall not be treated as payment until the same has been cleared.
4.3 The Customer shall not be entitled to withhold payment of any amount payable under the contract to the Company because of any disputed claim of the Customer in respect of any other alleged breach of the contract, nor shall the Customer be entitled to set-off against any amount payable under the contract to the Company any moneys which are not then presently payable by the Company or for which the company disputes liability.
5. Conditions of Hire
5.1 On delivery of the Goods the Customer shall check the Goods in the presence of the Company’s representative or the carrier as the case may be and the Company shall issue to the Customer a hire delivery note which the Customer shall sign. Whilst the Company shall use their reasonable endeavours to deliver the Goods for hire in accordance with the acknowledgment of booking form the Company reserve the right to substitute or replace the Goods with goods of similar substance, design, specification, quality, performance or size.
5.2 Throughout the period of hire as set out on the acknowledgment of booking form the Customer shall:-
5.2.1 keep the Goods in good and substantial repair and condition; and
5.2.2 permit the company or its authorised representatives, agents or advisers to enter upon any premises of the Customer for instruction in the use of the Goods; and
5.2.3 ensure that the Goods are used for the purpose for which they were hired properly, safely and in accordance with all laws and regulations relating thereto and not allow the Goods to be used for any other purposes; and
5.2.4 indemnity and keep indemnified the Company against all claims proceedings and liabilities including without limitation all legal costs of the Company on a full indemnity basis in respect of any use of the Goods or any non-compliance or contravention of any laws and regulations relating thereto; and
5.2.5 keep the Goods insured for the full replacement value thereof with an insurance company of good repute; and
5.2.6 where the Goods are lost, removed from the customer’s possession or control, destroyed or damaged in any way the Customer shall inform the Company immediately by telephone and forthwith separately notify the Company in writing and shall not compromise any claim without the Company’s prior written consent and shall permit the Company to take over the conduct of any negotiations in respect of the Goods; and
5.2.7 in the event of any breach of these conditions by the Customer pay to the Company all expenses including without limitation legal costs on a full indemnity basis incurred by or on behalf of the Company in ascertaining the whereabouts of the Goods taking possession of them and enforcing these conditions.
5.3 Throughout the period of hire the Goods shall remain the sole and absolute property of the Company and the Customer shall be a mere bailee thereof and shall not
5.3.1 make any alterations to the Goods or adapt them for use or in any way alter, remove, obscure or interfere with any identification marks on the Goods or add any marks, lettering or numbering to the Goods, nor
5.3.2 sell, assign, mortgage, charge, pledge, let on hire or otherwise deal with or part with possession of the Goods and keep the Goods free from any distress or other legal process; nor
5.3.3 sell, assign, charge or in any way deal with the benefit of any contract for the hire of the Goods from the Company
5.4 Unless otherwise agreed to in writing by the Company the Customer shall be responsible for returning the Goods to the Company’s premises and upon receipt of the Goods the Company shall check the Goods and issue a hire return note which shall be conclusive proof of the return of the Goods specified thereon but not the condition thereof. The Goods may only be returned to the Company’s premises during business hours. Unless otherwise agreed by the Company in writing the Customer shall be responsible for all loading and unloading of the Goods and except where the Company can be shown to have failed to exercise reasonable care in loading and unloading the Goods and such failure results in death or personal injury THE COMPANY SHALL NOT BE LIABLE for any loss, injury or damage of any kind whatsoever consequential or otherwise which results directly or indirectly from or occurs during any loading or unloading of the Goods by the Company.
5.5 Upon receipt of the Goods in a condition other than that in which they were delivered to the Customer (fair wear and tear only accepted) the company shall be entitled to submit an invoice for a fair and reasonable amount for cleaning, reconditioning and repairing the Goods.
5.6 Should inclement weather or other circumstances beyond the company’s control prevent the company from presenting their act on the day them the afore mentioned fee will still be payable.
Cancellation of this contract will only be agreed to by the company on condition that a proportion of the total value of the invoice rendered or to be rendered will be paid as follows:
Period of Cancellation before date of delivery for % amount due in respect of invoice the Goods or the performance of the Services 0 – 14 days 100%
15 – 28 days 75%
29 – 50 days 50%
SAVE where the Company can be shown to have failed to exercise reasonable care in the hire of the Goods and/or the performance of the Services and such failure results in death or personal injury THE COMPANY SHALL NOT BE LIABLE to the Customer for loss injury or damage of any kind whatsoever consequential or otherwise which results directly or indirectly from any delay of the Company’s performance of or failure to perform the Services or supply or failure to supply Goods to the Customer or any combination of these.
8. Restrictive Covert
The Customer undertakes that it will not within a period of one year from the performance of the Services directly or indirectly approach, contact or employ any personnel supplied by the Company in the performance of the services without the consent of the company in writing.
The Company shall be entitled without the prior consent of the Customer to sub-contract the whole or any part of the contract or to employ any independent contractor to perform its obligations under the contract and in so doing none of the obligations accepted hereunder by or the rights conferred on the Company shall in any way be negatived or varied.
10. Quantum Meruit
Where from any cause whether arising under the contract or otherwise and whether due to the Company’s breach of contract or otherwise the Services are only partly performed then the Company shall be entitled to payment on a quantum meruit basis in respect of all Services performed without prejudice to the Company’s other rights and remedies should non-performance be occasioned by default of the Customer.
If the Customer shall become bankrupt or unable to pay its debts as prescribed by Section 123 Insolvency Act 1986 or compound with its creditors or in the event of a resolution being passed or proceedings commenced for the administration liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver Manager Administrator or Administrative Receiver is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.
12. Force Majeure
In the event that the delivery of any of the Goods and/or performance of the Services is prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, strikes or lock-outs, industrial dispute, shortage of raw materials or fuel notwithstanding that the Company has taken all reasonable steps to procure the same, shortage of labour, break down or partial failure of plant and machinery, late receipt of the Customer’s specification or other necessary information acts, orders or regulations of Government, delay on the part of any independent sub-contractor or supplier, or any other cause whatsoever beyond the reasonable control of the company then the time for delivery of the Goods and/or performance of the Services shall be extended for a reasonable period having regard to the effect of the delaying cause on the delivery and/or performance.
No failure or delay by the Company to enforce any provision of these conditions shall operate as a waiver of any right which may have arisen as a result of a breach on the part of the customer nor shall any express waiver be effective unless the same is made in writing duly signed by a director of the Company. A waiver of any breach shall only operate as a waiver of the specific breach in question and shall not constitute a waiver of any future or continuing breach.
Any notice required to be given by either the Company or the Customer to the other shall be deemed to be properly served if sent by prepaid registered letter posted to its registered office or such other address as may from time to time be notified to the other for this purpose and any notice served shall be deemed to have been served 24 hours after the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted.
15. English Law
The contract made hereunder shall be governed and interpreted according to English Law and the Company and the Customer hereby submit themselves to the jurisdiction of the English Courts.