Terms and Conditions

TERMS & CONDITIONS
1. DEFINITIONS
In these terms and conditions (“Conditions”) the following
expressions shall have the meanings ascribed to them
below:
(1) "Company" means K D K Sound Ltd t/a Steve Allan
Events, Unit 5 MAP Business Centre, Lower Road,
Maidstone. Kent. ME15 0JS
(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
Company makes the Contract;
(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: Steve Allan Events, Unit 5 MAP Business
Centre, Lower Road, Maidstone. Kent. ME15 0JS 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 Company’s 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) The Company will submit a written or verbal quotation
referencing the terms and conditions below which the
hirer shall accept in writing forming a contract. In the
absence of any written quotation or written acceptance,
the verbal confirmation, deposit payment or the
acceptance of goods received for hire or purchase will
constitute a contract and acceptance of the terms and
conditions contained herein. The Company reserves the
right to cancel a job if the hirer fails to complete any of
the conditions below.
(2) 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.
(3) 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 two 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 Company’s 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
within 30 days of the invoice date. If the Hirer is not
granted a credit account then payment is to be made on
or before the invoice date.
(2) Payment in full shall be due to the Company and the
Hirer shall not be entitled to exercise any set-off, lien,
counter-claim or 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
TERMS & CONDITIONS
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.
(6) The Company reserves the right to charge a nonrefundable 25% or £120 deposit minimum. The
cleared balance will be payable on order. All prices
are subject to vat at current rate Unless otherwise
stated.
(7) Late payments. Payments made after the due
date may be subject to an 8% interest charge
everyday outstanding.
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
license 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.
(3) The Software shall only be used as part of the
Equipment with which it is rented and the Hirer
undertakes not to copy, in whole or in part (other than for
use on such Equipment), alter, adapt, modify or translate
the Software nor to communicate the Software to any
third party other than those of its employees and agents
who are directly engaged in the use of the Software with
such Equipment on the Hirer’s behalf.
(4) Upon the expiration of the Contract (or termination
thereof for any reason) the Hirer shall (unless otherwise
agreed by the Company in writing) return the Software
and any copies thereof to the Company’s Premises at its
own risk.
The obligations in respect of Software as set out in these
Conditions shall survive notwithstanding any termination
or expiration of the Contract.
9. TRAILER STAGE CONDITIONS OF HIRE
(1)The Company's quotation for hire charges is made on
the assumption that the site on which the equipment is to
be erected or to which goods are to be delivered is;
• Flat level firm ground with easy access for heavy motor
transport.
• Has no drain pipes, cables or other services buried
beneath the surface or otherwise concealed.
Should the site not comply with these requirements, the
company may in its discretion either rescind the contract
by giving verbal or written notice to the hirer or make
additional hire charges. The company shall not be liable to
the hirer for any loss damage or expense resulting from
such rescission of the contract. For the avoidance of
doubt the Hirer acknowledges that the rental does not
include any responsibility or a charge for reinstating the
site to its pre-hire state, unless otherwise noted.
(2) Whether the site complies with the foregoing
requirements listed in section 2 above or not, the
company shall not be under any liability whatsoever
to make good any damage to the site nor shall the
company be under any liability whatsoever in
respect of damage to ground, drains, pipes or cables
or other services buried under the site or otherwise
concealed or any consequential loss resulting from
such damage unless an accurate plan showing the
precise position of such drains, pipes or cables or
other services shall have been supplied to the
company at least 2 weeks before the installation.
(3) We will not be liable for any failure to affect
Delivery of the whole or part of any Order due to an
event beyond our reasonable control. If Delivery is
delayed due to an event beyond our reasonable
control, we will notify you promptly of the reason
for such a delay and you agree to give us such an
extension as to affect delivery as is reasonable in the
circumstances.
(4) The hirer shall provide the company with a plan
showing the position in which the Trailer stage or
equipment shall be erected or alternatively shall
have a representative on the site for that purpose. If
the hirer does not provide a plan or have a
representative on site, the company may erect the
equipment where it considers fit and it shall be
deemed to have performed the contract. The
equipment will only be put into position once, any
correction of the layout due to the hirer will be
charged for. Any wasted journeys due to absent
representatives will be charged for. Deliveries left at
unattended premises are left at the hirer's risk. The
Company reserves the right to vary the quoted hire
charges in the event of.
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 fax or 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;
(4) to allow the Company or its duly authorised agent or
representative upon reasonable notice at any time access
to inspect repair, service and collect the Equipment (as
appropriate);
(5) not to make any alterations, modifications or technical
adjustments or make or attempt to make any repairs to
TERMS & CONDITIONS
the Equipment without the prior written consent of the
Company;
(6) not to obliterate, move or to deface or cover up any
identification plates or marks affixed to the Equipment by
the Company;
(7) not to affix the Equipment or allow the Equipment to
become affixed to any land or building and to take all the
necessary steps to prevent title to the Equipment from
passing to the owner or landlord of such land or building;
(8) 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;
(9) that the Equipment shall at all times remain the
property of the Company unless sold to the Hirer under a
separate agreement in writing;
(10) 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;
(11) not to move the Equipment to a different address
from those to which the Equipment was delivered or
remove the Equipment in any manner except as
authorised in writing by the Company, and, if so
authorised, to give prompt written notice of the change of
address or relocation to the Company;
(12) 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;
(13) 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;
(14) that for the purposes of United Kingdom taxation and
irrespective of the accounting treatment to be adopted by
the Hirer in respect of the hire of the Equipment, the
Hirer is not entitled to claim capital allowances in respect
thereof; and
(15) to pay all licence duties, fees or other charges
payable in respect of the Equipment during the Rental
Contract whether such duties are charged upon the
Company or on the Hire; any such charges paid by the
Company will be reimbursed on demand by the Hirer. 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 that
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.
(4) The Hirer shall notify the Company immediately of any
event which may give rise to a claim under any insurance
policy covering the Equipment and shall not agree the
settlement of any claim without the agreement of the
Company; if, the Equipment being insured by the Hirer
pursuant to clause 8(12), the Equipment is returned to
the Company or if the Company recovers possession of
the Equipment, the interest
of the Hirer in any insurance effected by the Hirer under
clause 8(12) shall vest absolutely in the Company who
shall be entitled to the full benefit of such insurance
including any claims which may be outstanding at the
time of such return or recovery of possession;
(5) If the Hirer receives any insurance payments from any
insurer of the Equipment (whether the Company’s insurer
or its own) the Hirer shall instruct the insurer that such
insurance payments received in respect of the Equipment
shall be paid to the Company and the Hirer hereby
irrevocably appoints the Company its agent to receive the
money and authorises the Company to give a good
discharge to the insurer therefore.
(6) 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
TERMS & CONDITIONS
Equipment, and that the Equipment has been selected by
the Hirer as suitable for its purpose. 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. SALE OF EQUIPMENT OFF RENTAL
The sale will become effective at the end of the Rental
Period following receipt by the Company of an official
purchase order from the Hirer.
13. 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.
14. 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.
15. CANCELLATION
1) Save as provided in Conditions 15 and 18(2) hereof 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 16 (1) the Company
also reserves the right to make a cancellation charge
equal to 15% of the rental charges due hereunder.
(3) Once the Equipment is delivered the Hirer must pay
TERMS & CONDITIONS
for the whole of the agreed Rental Period even if the
Equipment is returned early.
16. 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.
17. 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.