TERMS AND CONDITIONS
1.1 In these terms and conditions unless the context otherwise appears the following words and expressions shall have the following meaning:-
a) “These Terms and Conditions” means the conditions of Hire and Services herein contained.
b) “The Company” means Perception Events Ltd trading as Perception.
c) “The Hirer” means the person, firm or company (including its Employee(s), Agent(s), or Sub-Contractor(s)) or other organization hiring Equipment or Services.
d) “The Equipment” means the Equipment list specified in the Contract at Schedule 1 together with (if any) the accessories and flight cases specified in the Contract and any part or parts of the same.
e) “The Hire Period” means the period commencing when the Hirer holds the Equipment on Hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of one of the following events:
(i) the physical return of the Equipment by the Hirer into the Company’s possession; or
(ii) the physical repossession or collection of the Equipment by the Company.
f) “The Technician(s)” means the Employee(s), Agent(s), or Sub-Contractor(s) of the Company (if any) supplied with the Equipment to operate the same, the number of which (if any) shall be specified in the Contract.
g) “Services” means the services and/or work (if any) to be performed by the Company for the Hirer in conjunction with the Hire of Equipment Including any delivery and/or collection service for the Equipment.
h) “Hire” means the Company’s charging rate for the Hire of Equipment and/or Services that are current from time to time during the period.
i) “Deposit” means any advance payment required by the Company in relation to the Equipment or Services which is held as security by the Company.
j) “Products” means the products sold to the Hirer by the Company.
k) “The Contract” means the Contract that incorporates these terms and conditions and made between the Company and the Hirer for the Hire of the Equipment and/or Services.
2. BASIS OF CONTRACT
2.1 The Contract is subject to these Terms and Conditions that supersede all previous communications, representations, and contracts whether written or oral and shall be deemed to be incorporated in all Contracts between the Company and Hirer for the Hire of Equipment and/or Services. In the case of any inconsistency with any order, letter or form of contract sent by the Hirer to the Company or any other communication between the Hirer and the Company (whatever may be their respective dates) the provisions of these Terms and Conditions shall prevail unless expressly varied in writing and, in the case of the Company, signed by a director.
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.
2.2 Equipment is subject to it being available for Hire to Hirer at the time required by the Hirer. The Company will not be liable for any loss suffered by the Hirer as a result of the Equipment being unavailable for Hire where the Equipment is unavailable due to circumstances beyond the Company’s control.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.4 All descriptions and specifications, drawings and particulars of weights and dimensions used by the Company are approximate only and are intended only to present a general idea of the goods to which they refer and shall not form part of this Contract.
2.5 Any order or instruction given to the Company by the Hirer shall be given by the Hirer itself or its duly authorised agent in writing. If given orally, it shall be confirmed in writing to the Company within three days. The Company shall not be liable for the consequences of any inaccuracies or misunderstandings resulting from any order or instructions given by the Hirer or its agents not received by the Company in writing.
2.6. Quotes are valid for a period of 2 weeks (14 days) after which the Hirer will need a new quote to be drafted. The Company reserves the right to alter its prices upon re-quoting as a result of supply and demand.
2.7. If the Hirer confirms in writing by signed confirmation of a quote within the 2 week (14 day period) of receiving the quote, the Company will honour the price quoted unless there are any changes to the details of the quote. The Company reserves the right to alter the quote at any time.
2.8. In the event a quote is older than 2 weeks (14 days) this quote is then considered void and will need to be updated by the Company.
3. CHARGES AND PAYMENT
3.1 The amount of any Deposit, Hire and/or charges for any Services shall be as quoted to the Hirer or otherwise as shown in the Company’s current price list from time to time. Where a Deposit is required for the Equipment it must be paid in advance of the Hirer hiring the Equipment. The Company may also require an initial payment on account of the Hire in advance of the Hirer hiring the Equipment.
3.2 The Hirer shall pay the Hire charges for any Services, monies for any Products and/or any other sums payable under the contract to the Company at the time
and in the manner agreed. The Company’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Hirer shall additionally be liable.
3.2.1 In the event of a late collection or a late return of the Equipment by the Hirer the Company will charge for the hire from the date the Equipment is made available until the date the Equipment is returned. These charges will be at the current hire rates.
3.3 Payments by the Hirer on time under the Contract are an essential condition of the Contract. Payment shall not be deemed to be made until the Company has received either cash or cleared funds in respect of the full amount outstanding.
3.3.1 The time of payment is of the essence of this Contract.
3.4 If the Hirer fails to make any payment in full on the due date the Company may charge the Hirer interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of the Company’s bank. Such interest shall be compounded with quarterly rests.
3.5 The Hirer shall pay all sums due to the Company under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
3.6 The Hirer does not grant credit facilities automatically. Should the Company grant the Hirer credit facilities, the Company might set a credit limit for the Hirer which might be reduced or removed at any time without prior notice. Payment terms are strictly 30 days from date of invoice.
3.7 The amount of the Deposit (if any) shall be returned to the Hirer without interest when the Equipment has been returned to the Company and all charges and other monies due to the Company under the terms of the Contract have been paid.
4. RISK OWNERSHIP AND INSURANCE
4.1 Risk in the Equipment and any Products will pass immediately to the Hirer when they leave the physical possession or control of the Company.
4.2 Risk in the Equipment will not pass back to the Company from the Hirer until the Equipment is back in the physical possession of the Company. This shall apply even if the Company has agreed to cease charging the Hire.
4.2.1 In the event of the Company organizing delivery and/or collection of the Equipment by a third party carrier or by its own transport, the Hirer will be responsible for the Equipment from the time delivery until the Equipment is collected.
4.3 Ownership of the Equipment remains at all times with the Company. The Hirer has no right, title or interest in the Equipment except that they are Hired to the Hirer. Ownership of any Products remains with the Company until all monies payable to the Company by the Hirer for the Products have been paid in full.
4.4 The Hirer must not deal with the ownership or any interest in the Equipment. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending. However, the Hirer may re-Hire the Equipment to a third party with the prior written consent of the Company.
4.5 The Hirer must maintain for the duration of the Hire Period comprehensive insurance, with a reputable insurance company, on the Equipment for its full reinstatement value on a new for old basis plus any costs incurred and against all risks of loss or damage and also against all risks of third party liability arising out of the Hire or use of the Equipment by the Hirer. Alternatively, the Company may provide reasonably priced insurance subject to additional terms in respect of the Equipment at additional cost to the Hire. The proceeds of any such insurance shall be held by the Hirer in trust for the Company and be paid to the Company on demand. The Hirer must not compromise any claim in respect of the Equipment and/or any associated insurance without the Company’s written consent.
5. SUITABILITY OF EQUIPMENT
5.1. The Company endeavours to ensure that the Equipment is sound and in good order and condition at the time of delivery to or collection by the Hirer but it shall be the responsibility of the Hirer to ensure that the Equipment is fully suitable in all respects (including type and condition) for the purpose for which it is Hired.
5.2 Upon delivery or collection the Equipment shall be examined and checked by the Hirer before being taken into use and if found to be defective or deficient will be replaced or defects or deficiencies remedied by the Company without additional charge but in no circumstances shall the Company be liable for any loss or damage of whatever kind, however caused, arising out of or in connection with the use of or the inability to use the Equipment.
6. DELIVERY COLLECTION AND SERVICES
6.1 It is the responsibility of the Hirer to collect the Equipment from the Company and return them to the Company at the end of the Hire Period. If the Company agrees to deliver or collect the Equipment to and/or from the Hirer it will do so at its standard delivery cost and such delivery and/or collection will form part of the Services.
6.1.1 All times or dates quoted for delivery of the Equipment or Services are given in good faith but without responsibility on the part of the Company. Date of delivery shall be of the essence on the Contract.
6.2 Where the Company provides Services the persons performing the Services are servants of the Hirer and once the Hirer instructs such person they are under the direction and control of the Hirer. The Hirer shall be solely responsible for any statement representation order instruction guidance or advice made or given by the Hirer to any such person and for any damage which occurs as a result of such persons following the Hirer’s instructions, guidance and/or advice except to the extent that the persons performing the Services are negligent.
6.3 The Hirer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to power supplies and utilities for the Company’s employees, sub-contractors and/or agents to allow them to carry out the Services. The Hirer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence.
6.4 If any Services are delayed, postponed and/or are cancelled due to the Hirer failing to comply with its obligations the Hirer will be liable to pay the Company’s additional standard charges from time to time for such delay, postponement and/or cancellation.
6.5 If the equipment is unavailable for collection by the Company as agreed with the Hirer an aborted collection charge will apply and the equipment will be deemed to be still on Hire where continuing Hire charges will apply and will remain so until the Company receives written confirmation from the Hirer that the equipment is available for collection or the Equipment is returned to the Company’s premises.
7. CARE OF EQUIPMENT
7.1 The Hirer shall:-
7.1.1 not remove any labels from and/or interfere with the Equipment, their working mechanisms or any other parts of them and take reasonable care of the Equipment and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Hirer;
7.1.2 notify the Company immediately after any breakdown, loss and/or damage to the Equipment;
7.1.3 take adequate and proper measures to protect the Equipment from theft, damage and/or other risks;
7.1.4 notify the Company of any change of its address and upon the Company’s request provide details of the location of the Equipment;
7.1.5 permit the Company at all reasonable times to inspect the Equipment including procuring access to any property where the Equipment is situated;
7.1.6 keep the Equipment at all times in its possession and control and not to remove the Equipment from the United Kingdom without the prior written consent of the Company;
7.1.7 be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Equipment required by any legislation, best practice and/or operating instructions except to the extent that the Company has agreed to provide them as part of any Services;
7.1.8 not do or omit to do anything which will or may be deemed to invalidate any policy of insurance related to the Equipment which is notified to the Hirer;
7.1.9 not continue to use Equipment where they have been damaged by the Hirer and will notify the Company immediately if the Equipment are involved in an accident resulting in damage to the Equipment, other property and/or injury to any person; and
7.1.10 where the Equipment require fuel, oil and/or electricity ensure that the proper type and/or voltage is used and that, where appropriate, the Equipment is properly installed by a qualified and competent person;
7.1.11 use the Equipment in a proper manner and with all reasonable care to operate the Equipment in accordance with any instructions issued for it. The Hirer shall also ensure that the Equipment is operated and used only by skilled and trained personnel under proper and appropriate supervision;
7.1.12 not to use the Equipment for any purpose that 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.
7.2 The Equipment must be returned by the Hirer in good working order and condition (fair wear and tear excepted) and in a clean condition together with all insurance policies, licenses, registration and other documents relating to the Equipment.
7.3 The Company reserves the right where the Equipment is in its absolute discretion of a high technology specification to require that the Hirer uses the services of a Technician at the cost of the Hirer and in such cases only the Technician may use such Equipment.
7.4 Without the previous consent of the Company Equipment must not be used on any abnormal or hazardous assignment taken out of the United Kingdom or taken from the ground other than on a regular scheduled flight by any airline recognized by I.A.T.A. unless otherwise agreed in writing by the Company.
8. EQUIPMENT FAILURE
8.1 Allowance will be made in relation to the Hire to the Hirer for any non-use of the Equipment due to breakdown caused by the development of an inherent fault and/or fair wear and tear on condition that the Hirer informs the Company as soon as practicable of the breakdown but no later than 24 hours after the initial occurrence of the failure.
8.2 The Hirer shall be responsible for all expenses, loss (including loss of Hire) and/or damage suffered by the Company arising from any breakdown of the Equipment due to the Hirer’s negligence, misdirection and/or misuse of the Equipment.
8.3 The Company will at its own cost carry out all routine maintenance and repairs to the Equipment during the Hire Period and all repairs that are required due to fair wear and tear and/or an inherent fault in the Equipment. The Hirer will be responsible for the cost of all repairs necessary to Equipment during the Hire Period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Company and Technicians.
8.4 The Hirer must not repair or attempt to repair the Equipment unless authorized to do so in writing by the Company.
9. LOSS OR DAMAGE TO EQUIPMENT
9.1 If the Equipment is returned in damaged, unclean and/or defective state except where due to fair wear and tear and/or an inherent fault in the Equipment or the damaged, uncleaned and/or defective state is caused solely by the Technicians , the Hirer shall be liable to pay the Company for the cost of any repair and/or cleaning required to return the Equipment to a condition fit for re-Hire and to pay the Hire, in accordance with the provisions of clause 9.3, until such repairs and/or cleaning have been completed.
9.2 The Hirer will pay to the Company the replacement cost on a new for old basis plus any costs incurred of any Equipment which are lost, stolen and/or damaged beyond economic repair during the Hire Period less the amount paid to the Company under any policy of insurance taken out in accordance with these conditions.
9.3 The Hirer shall pay the Hire for the Equipment up to and including the date it notifies the Company that the Equipment have been lost, stolen and/or damaged beyond economic repair. From that date until the Company has replaced such Equipment the Hirer shall pay continuing hire charges. The Company shall use its reasonable commercial endeavours to purchase replacements for such Equipment as quickly as possible using the monies paid under clause 9.2 above.
10. USE OF EQUIPMENT ABROAD
10.1 The Hirer shall be solely responsible for obtaining all Customs Clearances Licenses and Permits as shall be necessary to take the Equipment out of the United Kingdom.
10.2 If any Equipment taken out of the United Kingdom is lost or is damaged or breaks down and the Company agrees to replace the same the Company’s liability shall only extend to delivery of any replacement at an address in the United Kingdom.
11.1. No order which has been accepted by the Company may be cancelled by the Hirer except with the agreement in writing, of the Company and on the terms that the Hirer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of any claim.
11.2 Without prejudice to any other right or remedy available to the Company in the event of the cancellation of an order by the Hirer the Company reserves the right to make a cancellation charge as follows:
Notice Given of Cancellation % Of Total Hire Charges
• All postponements of any event incur an admin charge of 10% of the job value. This is refundable. This fee is to cover any and all work in the lead up to the event. A credit note will be applied for the 10% admin fee and can be used when the event does take place provided it is within the calendar year.
• If the postponement occurs within 14 days of the event, a 25% postponement fee is applied over and above the 10% admin charge and is due for payment on or before the day that the event was due to take place. A credit note will be applied for the 25% postponement fee and can be used when the event does take place provided it is within the calendar year.
• If the postponement occurs within 7 days of the event, a 50% postponement fee is applied over and above the 10% admin charge and is due for payment on or before the day that the event was due to take place. A credit note will be applied for the 50% postponement fee and can be used when the event does take place provided it is within the calendar year.
• If the postponement occurs within 48 hours of the event, a 75% postponement fee is applied over and above the 10% admin charge and is due for payment on or before the day that the event was due to take place. A credit note will be applied for the 75% postponement fee and can be used when the event does take place provided it is within the calendar year.
• If the postponement occurs within 24 hours of the event, a 100% postponement fee is applied and is not refundable
• If the cancellation occurs outside of 14 days of the event, a 10% admin fee is applied and is non-refundable.
• If the cancellation occurs within 14 days of the event, a 25% cancellation fee is applied and is non-refundable.
• If the cancellation occurs within 7 days of the event, a 50% cancellation fee is applied and is non-refundable.
• If the cancellation occurs within 48 hours of the event, a 75% cancellation fee is applied and is non-refundable.
• If the cancellation occurs within 24 hours of the event, a 100% cancellation fee is applied and is non-refundable.
12. TERMINATION AND DEFAULT
12.1. The Company shall have the right to terminate a Contract forthwith by giving notice in writing if the Hirer;
12.1.1 fails to make payment of any sum in accordance with Condition 3; or
12.1.2 shall commit any other material breach of its obligations hereunder and shall not within 14 days of notice of such breach remedy the same; or
12.1.3 enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, any attachment order is made against the Hirer, any distress, execution or other legal process is levied on any property of the Hirer or the Hirer takes or suffers any similar action in any jurisdiction;
12.1.4 appears reasonably to the Company that due to the Hirers credit rating to be financially inadequate to meet its obligations under the contract
12.1.5 provides incomplete, materially inaccurate or misleading facts and/or information in connection with the contract; and /or
12.1.6 appears reasonably to the Company to be about to suffer any of the above events; then Company shall have the right without prejudice to any other remedies, to exercise any or all of the rights set out in clause 12.2 below
12.2 except where the Hirer is acting as a consumer the Company may enter, without prior notice, any premises of the Hirer (or premises of third parties with their consent) where Goods owned by the Company may be and repossess any Goods.
12.2.1 the Company may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Hirer
12.2.2 the Company may immediately cancel, terminate and/or suspend without liability to the Hirer the Contract and/or any other contract with the Hirer.
12.3 Any termination of a Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party.
12.4 The Hirer shall have the right to terminate a Contract forthwith by giving notice in writing if the Company; shall commit any other material breach of its obligations hereunder and shall not within 14 days of notice of such breach remedy the same, or enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, any attachment order is made against the Company, any distress, execution or other legal process is levied on any property of the Company or the Company takes or suffers any similar action in any jurisdiction.
13.1 The limit of any liability on the company for any defective equipment shall be limited to the Hire charges for the failed item from the date of failure.
13.2 Any defective Equipment must be returned to the Company for inspection if requested before the Company will have any Liability for the defective Equipment.
13.3 The Hirer shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Hirer incurs any costs and/or expenses in remedying the matter itself. If the Hirer does not do so the Company shall have no Liability to the Hirer.
13.4 Neither party shall have Liability to the other for any:-
13.4.1 consequential losses (including loss of profits and/or damage to goodwill);
13.4.2 economic and/or other similar losses;
13.4.3 special damages and indirect losses; and/or
13.4.4 business interruption, loss of business, contracts and/or opportunity.
13.5.The Hirer is advised not to use any original materials on or in connection with the use of the Equipment and the Company cannot accept any responsibility in connection with any loss or damage to or in respect of the same.
13.6 The Company accepts no responsibility or liability for any damage to, or failure of operation of the Equipment due to any incompatibility with other equipment used by the Hirer and the Hirer shall bear all liability.
13.7 Nothing in this Contract shall exclude or limit the Liability of either party for death or personal injury due to a party’s negligence nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.
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 of otherwise transfer all or any part of a Contract without the prior written consent of the Company.
15.1 Upon termination of the Contract the provisions of clauses 3.2, 3.4, 3.5, 9.1, 9.2, 9.3 and Section 6 and 7 shall continue in full force and effect.
15.2 Each Hire of an item of Equipment shall form a distinct Contract that shall be separate to any other contract relating to other Equipment.
15.3 Each party shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.
15.4 Each party agrees to indemnify and keep indemnified the other against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by a party and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by a party and either party’s total liability shall in no circumstances exceed the Deposit and replacement cost of the Equipment for the Hire Period the cause of action arose.
15.5 No waiver by the Company of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
15.6 The Company shall have no liability to the Hirer for any delay and/or non-performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
15.8 All third party rights are excluded and no third parties shall have any rights to enforce the Contract. This shall not apply to any finance company with whom the Company has an outstanding finance agreement relating to the Equipment or any finance company that the Company has assigned the debt of the Hirer too. Such finance company shall, subject to the Company’s consent, have the right to enforce this Contract as if they were the Company. This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English court.