Terms

Cold Store Rentals Limited
Terms and Conditions of Sale and Hire

  1. Delivery and On-Hire
    1. The Company will deliver the Units/Equipment set out on the rental agreement GBxxxxx description, to the Customer to the location of operation and the on-hire date of any Equipment shall be the date of delivery unless any other date is expressly agreed in writing by the Company or after installation.
    2. The Customer will carefully examine each Unit and ensure that any damage or defect apparent is noted on the Confirmation of Delivery Receipt.
    3. Unless otherwise expressly agreed in writing any delivery date specified by the Company is a business estimate only and the Company will not be liable for any loss or damage (whether direct, indirect or consequential) sustained by the Customer as a result of any failure to deliver on that date.
    4. The Customer shall read and take due notice of the “Important information on operating your Cold Store” included in the Order Confirmation. This details certain operating and safety information and draws attention to other important information to be noted.
    5. Following delivery, the Customer shall not reposition any of the Units to a different location or operation without the Company’s prior written consent.
  2. Charges and Payment
    1. The rate at which rental shall be payable (“Rental Charges”) is stated on the rental agreement GBxxxxx at 36/60 months @ £ + Vat per calendar month plus an initial deposit of £ + VAT and shall be inclusive of Maintenance and Repair charges.
    2. The Company reserves the right to amend the Rental Charges from time to time following the expiry of the minimum period of rental (36 months/60 months) by giving (90) days prior written notice thereof to the Customer.
    3. Rental Charges shall become payable in respect of each Unit from the on-hire date of that Unit until that Unit is re-delivered to the Company’s nominated depot in accordance with the provisions of this Rental Agreement.
    4. The Customer shall also be liable to pay the ancillary charges and the cost of any options and any other charges or amounts due to the Company under this Rental Agreement within thirty (30) days of the Company’s invoice therefore.
    5. The Company may at any time require the Rental Charges to be paid by Direct Debit unless otherwise agreed in writing the Customer will be invoiced monthly in advance for the Rental Charges and shall pay such invoice immediately by Direct Debit.
    6. In the event of any destruction of a Unit, the Rental Charge in respect thereof shall continue to be payable to the Company until the date of payment to the Company of the replacement cost of the Unit in accordance with clause 4.
    7. In the event that any Rental Charges, Ancillary Charges or any other sums due to the Company are not paid in accordance with the provisions of this clause 2 the Company may levy and the Customer shall pay interest upon the outstanding balance at the rate of 1 1⁄2 % per calendar month from the date payment was due to the date payment is received by the Company. Any interest payable shall run from day to day and shall accrue after as well as before any judgement. The Company may also levy and the Customer shall pay for all expenses and costs incurred as a result of pursuing any late payment, including (without limitation) telephone, travelling, legal costs and loss of management time.
    8. The rental Charges, Ancillary Charges and all other sums payable to the Company hereunder shall be exclusive of any applicable value, other taxes, levies or duties which the Customer shall be additionally liable to pay to the Company at the rates from time to time applicable.
    9. Time of payment shall be of the essence in this Rental Agreement.
    10. Prior to the on-hire date the Customer, if requested by the Company, will provide credit references to the Company’s reasonable satisfaction.
  3. Maintenance and Repairs
    1. If this Rental Agreement is maintenance and repairs inclusive it is subject to and shall include the Company’s standard maintenance and repair conditions annexed hereto and the Company shall provide the services as outlined in the Maintenance and Repairs Conditions for malfunction and breakdown call outs and routine servicing provided always that the cause of the callout is not due to Customer neglect or misuse of the Unit. The cost of repairs for any operational damage for defects caused by Customer misuse or negligence for re-working improper repairs and in respect of any holes in or damage to the outer or inner surface of any Units, its door or accessories shall always be the responsibility of the Customer.
    2. If this Rental Agreement excludes Maintenance and Repairs the Customer shall at its own expense maintain each Unit in good condition and repair, including breakdowns and routine servicing and shall make good all damage done and replace all components and parts as necessary using parts and workmanship equal to the original manufacturer’s standard. The Customer shall not however be responsible for damage noted in accordance with clause 1 (3) or any damage or defect existing at the time of delivery which would not be reasonably apparent from the inspection required by clause 1 (3).
    3. If this Rental Agreement excludes Maintenance and Repairs the Company may at its option, if the Customer requests, maintain and/or repair any of the Units subject to the Company’s standard charges from time to time applicable thereto.
    4. The Customer shall not without the prior written consent of the Company make any alternations, additions or improvements to the Units or identifications decals.
    5. The Customer shall give the Company, its employees, representatives and agents access at any reasonable time to the Units for the purpose of inspection, the Company may
      request the Customer to carry out necessary repair work at the Customer’s expense to be in compliance with its obligations under the foregoing provisions of the clause.
  4. Liability / Insurance
    1. The Customer shall be responsible for and hold the Company fully indemnified against any loss, damage, injury or liability arising by virtue of the negligence of the Customer and/or the Customer’s agent and/or representatives and/or employees or otherwise occurring in connection with any of the Units (other than any damage to or defect in the Units as, in accordance with clause 3(2) is not the responsibility of the Customer) or as a result of the use thereof from date of delivery of the Units to the Customer until the date of collection by the Company including without limitation expenses incurred in defending any claim or suit such as legal costs. The Customer shall be responsible for and hold the Company fully indemnified against any loss damage to any Units however caused including war risks, lock out, civil disturbance, mysterious disappearance, confiscation and/or lien on the Unit by any body or entity.
    2. The Customer shall insure and keep insured the units with first Class insurers. The insurance shall provide for the following minimum cover.
    3. Insurance coverage against all risk of physical loss or damage in an Amount equal to the replacement cost at the time of the loss or damage, the current replacement costs being as indicated on the Schedule for each of the Units.
    4. Insurance coverage against claims made by third parties covering accidental bodily injury and/or property damage for which the Customer may be held legally liable (said coverage to include the Company as an additional insured) up to an amount equal to £3 Million sterling in respect of each and every claim.
    5. The Customer shall on demand produce to the Company copies of all insurances which these conditions require to be maintained by the Customer and written proof of payment of current premiums in respect of such insurances.
  5. Ownership
    1. The Customer shall not acquire any property in or title to the Units shall have no right or interest therein otherwise than as lessee in accordance with the provisions of this Rental Agreement and shall at no time do or permit to be done any act or thing that might prejudice or jeopardise the rights of the Company in and to the Units. Without limiting the generality of the foregoing, the Customer
      shall keep the Units free and clear of all liens and encumbrances.
  6. Assignment
    1. The Customer shall not assign, transfer or sub-lease this Rental Agreement either in whole or in part either directly or indirectly by operation of law or otherwise, or dispose of doal in the Units or the benefit of this Rental Agreement or any part thereof or its rights or obligations hereunder.
    2. The Company may pledge or assign (for security or otherwise) its rights under this Rental Agreement and to the Units and assign to other monies due to
      the Company hereunder.
  7. Warranties and Exclusion of Liability
    1. The Company will use reasonable endeavours to extend to the Customer or enforce on its behalf the benefits of any guarantee condition or warranty which may have been given to the Company by any manufacturer of a Unit (or part thereof) provided that the Customer, shall fully indemnify the Company to its satisfaction against all costs, claims, damages, and expenses incurred or to be incurred in connection with any such enforcement.
    2. In the event that any damage to or defect in a Unit which existed at the time of on hire but was not and should not have been reasonably apparent from the inspection required by clause 1(2) becoming apparent the Company shall repair or replace the same and may at the Company’s discretion allow a rebate of Rental Charges in respect of the period between notification to it of such damage or defect and such repair or replacement.
    3. The Customer agrees and acknowledges that the Company will not be liable for any claims, loss, damage expense or liability of any kind caused directly or indirectly by any Unit, or for any deficiency or defect therein, or for any loss or damage to the contents of a Unit or for any loss of business or other consequential damage or any other loss or damage whatsoever and howsoever caused (whether by the Company’s negligence, latent defect in a Unit or otherwise). The Company is not reasonably able to insure against such risks and it is the Customers responsibility to do so.
    4. Subject as aforesaid, the Customer agrees and acknowledges that
      1. The Company is not the manufacturer of the Units and it is the Customer’s responsibility to satisfy itself at the time of on hire as regards the description
        quality and fitness for purpose of each unit.
      2. No condition, warranty or representation of any kind has been or is given or made by the Company its servants or agents of any of the Units (other than a
        warranty that the Company is entitled to enter into this Rental Agreement and that for so long as no breach of this agreement has occurred the Company will not interfere with the Customers possession, use or enjoyment of the Units and will not derogate from the rights granted to the Customer) and all other conditions, warranties or representations express or implied, statutory or otherwise as to the state quality description or otherwise of any Unit or as to its fitness for any purpose are hereby expressly excluded and,
      3. The Customer will not be entitled to any rebate of rentals in respect of any period during which any Unit in unserviceable, out of order or unusable.
  8. Re-delivery and Off-Hire
    1. Upon termination of this Rental Agreement in respect of any unit, such unit shall be collected and re-delivered to the Company’s nominated depot by the Company at the Customer’s cost.
    2. If following inspection by the Company, the Unit is found not to be in good condition and repair the Company shall be entitled to carry out necessary repair work and replacements required to restore the Unit to the condition it would have been in had the Customer complied with its obligation under clause. The Company shall charge the Customer for the reasonable costs of such work and the Customer shall pay those charges within thirty (30) days of the date of the invoice therefore.
    3. Units not re-delivered in good condition and repair will remain on hire and the obligation to pay Rental Charges will continue until the Unit is repaired in accordance with clause 9(2) up to a maximum period of twenty eight (28) from re-delivery but subject to any continuing obligation under clause 9(4).
    4. Notwithstanding the re-delivery of any Units the obligation to pay Rental Charges in respect of that Unit shall continue until the expiration of the minimum period or if already exceeded any further fixed period agreed or if no further fixed period has been agreed the minimum period of notice as stated in clause 9(1).
  9. Duration and Termination
    1. This agreement shall have effect from the date of execution or the on-hire date, whichever occurs first shall continue for the minimum period. The Rental Agreement shall continue thereafter until terminated by either party giving the other not less than thirty (30) days notice in the case of Rental Agreements with a minimum period of less than twelve (12) months or ninety (90) days for Rental Agreements with a minimum period of twelve (12) months or more.
    2. The Company may by notice in writing at any time terminate its obligations under the Rental Agreement forthwith in the event that.
      1. The Customer fails to make payment of any Rental Charges, Ancillary Charges or other charges due to the Company in accordance with the provisions of this Rental Agreement or
      2. The Customer fails to make any payment of any charges due to the Company for maintenance and repairs by the due date therefore where such charges are not covered by the Company’s standard Maintenance and Repairs condition or
      3. The Customer fails to observe and perform any of the other terms and Conditions of this Rental Agreement or
      4. The Customer (being an individual) (or where there is more than one Customer any of them) is the subject of an interim order or has a statutory demand made upon him under the Insolvency Act 1986 (or any statutory re-enactment thereof) or has a bankruptcy petition presented in respect of him or (being a Company) has a receiver administrative receiver or administrator appointed or enters compulsory or voluntary liquidation or
      5. The Customers ceases business or does anything which in the opinion of the Company may prejudice the Company’s right in those Units or
      6. Any events shall occur which under the law of any jurisdiction to which the Customer is subject has an effect similar to any of the foregoing events.
    3. Upon service of written notice of the termination of this Rental Agreement the Company may upon expiry of that notice retake possession of the Units.
    4. In the event of this Rental Agreement is terminated by the Company Pursuant to paragraph 9 (b) the Customer shall pay to the Company on demand the aggregate of:
    5. All Rental Charges, Ancillary Charges and other charges payable or to become payable under this Rental Agreement (but not paid)
    6. The costs reasonably required pursuant to clause 8(2) to restore Unit to the condition it would have been in had the Customer complied with its obligations
    7. The costs of recovery and transport of the Unit to the Company’s nominated depot.
    8. All costs and expenses incurred by the Company in enforcing any of the terms, provisions covenants and indemnities of this Rental Agreement and interest (in accordance with clause 2(7) shall accrue until payment in full is received.
    9. The said obligations of the Customer shall not prejudice the further right of the Company to recover damages for any other breach of this Rental Agreement and the said obligations of the Company shall not prejudice the further right of the Customer to recover damages for any breach of this Rental Agreement.
  10. Entire Agreement
    1. This Rental Agreement together with the Company’s standard Maintenance and Repairs Conditions (when applicable) shall be the entire and sole agreement and understanding between the parties in respect of
      the Units and shall be binding on them it shall supersede and replace any prior express or implied agreements, communications, representations or undertakings and shall not be amended, modified or altered in any way
      without the express written consent of the Company signed by a Director.
  11. Notice
    1. Any notice hereunder or under the Maintenance and Repairs Conditions shall be given in writing by either party to the other and may be sent by hand, express mail, courier or by facsimile to the address of the parties stated in this Rental Agreement.
  12. Law
    1. The Rental Agreement together with the Maintenance and Repair Conditions shall be construed under the laws of England.
  13. General
    1. The illegality, invalidity or unenforceability of any clause or part of this Rental Agreement will not affect the legality, validity or enforceability of the remainder. If any such clause or part is found by any competent court or authority to be illegal, invalid or unenforceable the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.
    2. Failure to exercise or delay exercising on the part of either party any right, power or privilege of that party under this Rental Agreement shall not in any circumstances operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege in any circumstances preclude any other or further exercise hereof or the exercise of any other right, power or privilege.
    3. Any waiver of a breach of any of the terms hereof or of any default hereunder shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Rental Agreement.
    4. If a party hereto is more than one person all covenants, agreements, undertakings, representations and warranties on the part of such a party contained herein shall be joint and several.
    5. The headings to the clause of this Rental Agreement shall not affect the construction of the Rental Agreement.
  14. Services to be Provided
    1. Subject to these Conditions the Company shall repair any material malfunction of the Units which is reported by the Customer or which is discovered during the course of routine maintenance checks.
    2. Such repairs shall be made as soon as reasonably practicable after the defect or malfunction has been reported by the Customer in accordance paragraph (c ) of this clause (or has been discovered during the course of
      a routine maintenance check). The Company shall use its reasonable endeavours to procure that a representative visit the Customer’s premises within 48 hours after the defect or malfunction has been so reported and
      the repair shall be made during the course of such visit if reasonably practicable or otherwise as soon as reasonably practicable thereafter.
    3. All reports of defects in or malfunctions of a Unit must be made by telephone (and confirmed by facsimile transmission or otherwise in writing) in accordance with such instructions as are stated on the Unit or
      from time to time notified by the Company to the Customer.
    4. The Company shall also carry out routine maintenance of the Units at the Customers premises at such intervals as the company may determine to be necessary.
    5. The services to be provided by the Company hereunder shall be carried out by reasonably competent employees of the Company or of its appointed representatives or agents.
    6. The Company shall use reasonable endeavours to ensure that its representatives or agents comply with all safety and security regulations in force at the Customers premises which are brought to the attention of the
      Company.
    7. The Company’s obligations are conditional on the Units being kept by the Customer at the location referred to in the Rental Agreement and on Unobstructed access being given to both the Units and the Units power Supply throughout the maintenance and repair visit.

 

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