Parties

(1) 4x4 GENERATORS LTD incorporated and registered in England and Wales with company number 13622167whose registered office is at The Island House, The Island, Midsomer Norton, Radstock, England, BA3 2DS (Lessor)

(2) YOU / THE HIRER as set out in the relevant quotation (Hirer)

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Background
The Lessor has agreed to provide and the Hirer has agreed to take and pay for the Lessor’s Equipment subject to the terms and conditions of this agreement. By accepting the Lessor’s Quotation, accessing and / or using the Equipment, Hirer agrees to the terms of this agreement which will bind Hirer.

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AGREED TERMS

1. Interpretation
1.1 The following definitions and rules of interpretation apply in this agreement.
Business Hours: the period from 9.00 am to 5.00 pm on any business day.
Delivery: the transfer of physical possession of the Equipment to the Hirer at the Site, save for where the Hirer has chosen under a Quotation to collect the Equipment from the Lessor’s premises.
Delivery Date: means the date of Delivery of the Equipment at the Site or the date the Hirer collects the Equipment from the Lessor’s premises (as the case may be).
Equipment: the items of equipment listed in the Quotation, including all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Quotation: the Lessor’s quotation provided to the Hirer setting out the commercial details of the Equipment hire, as underpinned by the terms and conditions of this agreement.
Rental Payments: the payments made by or on behalf of Hirer for hire of the Equipment. Rental Period: the period of hire as set out in clause .
Risk Period: the period during which the Equipment is at the sole of the risk of the Hirer as set out in clause 6.4.
Site: the Hirer's premises as set out in the Quotation.
Total Loss: the Equipment is, in the Lessor's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated. VAT: value added tax chargeable in the UK.

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2. Equipment hire
2.1 The Lessor shall hire the Equipment to the Hirer for use at the Site subject to the terms and conditions of this agreement.
2.2 The Lessor shall not, other than in the exercise of its rights under this agreement or applicable law, interfere with the Hirer's quiet possession of the Equipment.

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3. Rental Period
The Rental Period starts on the Delivery Date and shall continue until satisfactory return of the Equipment and acceptance of it by the Lessor, unless and until this agreement is terminated earlier in accordance with its terms.

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4. Rental Payments
4.1 Rental Payments shall be paid in GBP and shall be made by electronic transfer to the bank account set out in the Quotation, unless otherwise required by the Lessor. In the absence of any payment terms set out in the Quotation, the Hirer shall pay the Rental Payments in full and no later than 30 (thirty) days following the Lessor’s invoice for such Rental Payments.

4.2 In addition to the Rental Payments, the Hirer shall pay to the Lessor the sum equal to 10 (ten) percent of the daily rate set out in the Quotation, for each hour that the Rental Period is exceeded by.
4.3 The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
4.4 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.5 If the Hirer fails to make a payment due to the Lessor under this agreement by the due date, then, without limiting the Lessor's remedies under clause 10, the Hirer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day in accordance with the levels prescribed under the Late Payment of Commercial Debts (Interest) Act 1998.

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5. Delivery
5.1 Delivery shall be made by the Lessor. The Lessor shall use all reasonable endeavours to effect Delivery by the Delivery Date. Risk shall transfer in accordance with clause 5.5 of this agreement.
5.2 Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Hirer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by the Lessor, the Hirer's duly authorised representative shall sign a receipt confirming such acceptance.
5.3 Where the parties have agreed that the Hirer shall collect the Equipment from the Lessor’s premises, the Hirer shall procure that a duly authorised representative of the Hirer shall facilitate such collection on its behalf. Acceptance by such representative on collection shall constitute conclusive evidence that the Hirer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by the Lessor, the Hirer's duly authorised representative shall sign a receipt confirming such acceptance.
5.4 To facilitate Delivery or collection (as the case may be), the Hirer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and any required installation to be carried out safely and expeditiously.
5.5 If the Hirer fails to accept delivery / make collection (as the case may be) of the Equipment on the Delivery Date, then, except where such failure is caused by the Lessor's failure to comply with its obligations under this agreement:
(a) the Equipment shall be deemed to have been delivered at the time and on the Delivery Date as agreed between the parties; and
(b) the Lessor shall store the Equipment until delivery takes place, and charge the Hirer for all related costs and expenses (including insurance).

 

6. Title, risk and insurance
6.1 The Equipment shall at all times remain the property of the Lessor, and the Hirer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this agreement).
6.2 The Hirer shall ensure that the only person(s) handling the Equipment on its behalf are certified electricians, the Lessor reserving the right to ask the Hirer to provide evidence of such certification.
6.3 The Hirer shall be entitled to insure no more than 1 (one) of its personnel to drive the Equipment on public roads.
6.4 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on Delivery. The Equipment shall remain at the sole risk of the Hirer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Hirer (Risk Period) until such time as the Equipment is redelivered to the Lessor. During the Rental Period and the Risk Period, the Hirer shall, at its own expense, obtain and maintain the following insurances:
(a) insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Lessor may from time to time nominate in writing;
(b) comprehensive public liability insurance to an amount no less than £150,000;
(c) comprehensive motor vehicle insurance;
(d) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Lessor may from time to time consider reasonably necessary and advise to the Hirer in writing.
6.5 All insurance policies procured by the Hirer shall on the Lessor's request name the Lessor on the policies as a loss payee in relation to any claim relating to the Equipment. The Hirer shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.6 The Hirer shall give immediate written notice to the Lessor in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Hirer's possession or use of the Equipment. 
6.7 If the Hirer fails to effect or maintain any of the insurances required under this agreement, the Lessor shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Hirer.
6.8 The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Lessor and proof of premium payment to the Lessor to confirm the insurance arrangements.

 

7. Hirer's responsibilities
7.1 The Hirer shall during the term of this agreement:
(a) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner in accordance with clause 6.2 as well as any operating instructions provided by the Lessor;
(b) ensure compliance with the Lessor’s ‘full to full’ fuel policy, meaning that the Equipment shall be provided by the Lessor with a full tank of fuel, and shall be returned by the Hirer at the same level, at its own expense;
(c) take such steps (including compliance with all safety and usage instructions provided by the Lessor) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
(d) maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Delivery Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
(e) make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment without the prior written consent of the Lessor;
(f) keep the Lessor fully informed of all material matters relating to the Equipment;
(g) keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without the Lessor's prior written consent;
(h) permit the Lessor or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
(i) maintain operating and maintenance records of the Equipment and make copies of such records readily available to the Lessor, together with such additional information as the Lessor may reasonably require;
(j) not, without the prior written consent of the Lessor, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(k) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Lessor in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that the Lessor may enter such land or building and recover the Equipment both during the term of this agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Lessor of any rights such person may have or acquire in the Equipment and a right for the Lessor to enter onto such land or building to remove the Equipment;
(l) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Hirer shall notify the Lessor and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Lessor on demand against all losses, costs, charges, damages and expenses reasonably incurred as a result of such confiscation;
(m) not use the Equipment for any unlawful purpose;
(n) deliver up the Equipment at the end of the Rental Period at such address as the Lessor requires, or if necessary allow the Lessor or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and
(o) not do or permit to be done anything which could invalidate the insurances referred to in clause 6.4.
7.2 The Hirer acknowledges that the Lessor shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Hirer or its officers, employees, agents and contractors, and the Hirer shall indemnify the Lessor in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Lessor arising out of, or in connection with any failure by the Hirer to comply with the terms of this agreement.
 

8. Warranty
8.1 available by the Lessor), be of satisfactory quality and fit for any purpose held out by the Lessor. The Lessor shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself during the Rental Period, provided that:
(a) the Hirer notifies the Lessor of any defect in writing within forty-eight (48) hours of the defect occurring or of becoming aware of the defect;
(b) the Lessor is permitted to make a full examination of the alleged defect;
(c) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Lessor's authorised personnel;
(d) the defect did not arise out of any information, design or any other assistance supplied or furnished by the Hirer or on its behalf; and
(e) the defect is directly attributable to defective material, workmanship or design.
8.2 Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by the Lessor, the Hirer shall be entitled only to such warranty or other benefit as the Lessor has received from the manufacturer.
8.3 If the Lessor fails to remedy any material defect in the Equipment in accordance with clause 8.1, the Lessor shall, at the Hirer's request, accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payments payable during the remaining term of the agreement.
 

9. Limitation of liability
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in this agreement limits any liability which cannot legally be limited including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 7 of the Supply of Goods and Services Act;
(d) any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
9.3 Subject to clause 9.2, the Lessor's total liability to the Hirer shall not exceed the total sum of the Rental Payments.
9.4 Subject to clause 9.2, the Lessor shall not be liable under this agreement for any:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.5 Subject to clause 9.2, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under this agreement are, to the fullest extent permitted by law, excluded from this agreement.

 

10. Termination
10.1 Without affecting any other right or remedy available to it, the Lessor may terminate this agreement with immediate effect by giving notice to the Hirer if:
(a) the Hirer fails to pay any amount due under this agreement on the due date for payment;
(b) the Hirer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of five (5) days after being notified to do so;
(c) the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or;
(d) the Hirer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Hirer (being a company);
(f) any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(c) to Error! Bookmark not defined.10.1(e) (inclusive);
(g) the Hirer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(h) the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.2 This agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.
 

11. Consequences of termination or expiry
11.1 On expiry or termination of this agreement, however caused:
(a) the Lessor's consent to the Hirer's possession of the Equipment shall terminate;
(b) the Lessor may, by its authorised representatives, without notice and at the Hirer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and
(c) without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to the Lessor on demand:
(i) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4; and
(ii) any costs and expenses incurred by the Lessor in recovering the Equipment or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
11.2 On termination of this agreement pursuant to clause 10.1, any other repudiation of this agreement by the Hirer which is accepted by the Lessor or pursuant to clause 10.2, without prejudice to any other rights or remedies of the Lessor, the Hirer shall pay to the Lessor on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period.
11.3 The sums payable pursuant to clause 11.2 shall be agreed compensation for the Lessor's loss and shall be payable in addition to the sums payable pursuant to clause 11.1(c).
11.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
11.5 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

 

12. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this agreement by giving 5 (five) days' written notice to the affected party.

 

13. Confidential information
13.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, Hirers, clients or suppliers of the other party, except as permitted by clause 13.2.
13.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

 

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

 

15. Entire agreement
15.1 This agreement constitutes the entire agreement between the parties.
15.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

 

16. Variation
No variation of this agreement shall be effective unless it is in writing (email sufficing for the purposes of this provision and all other references within this agreement) and signed by the parties (or their authorised representatives).

 

17. No partnership or agency
17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

 

18. Counterparts
18.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 

 

19. Notices
19.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the addresses provided by the parties in the course of dealings:
19.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by next working day delivery service, at 9.00 am on the second business day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside standard Business Hours in the place of receipt, when Business Hours resume.

19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

20. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

21. Severance
21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. 
21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

22. Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, and subject to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising.

 

This agreement has been entered into on the date of the Hirer’s acceptance of the Lessor’s Quotation incorporating this agreement.