2. Commencement of hire
2.1 The hiring of the Equipment will commence on the date on
which the Equipment is delivered to or made available for collection by the
Hirer or its agents (“the Commencement of Hire”).
2.2 The Company will prepare an Equipment Delivery and Acceptance Form for the Equipment, which will specify the precise details of the
Equipment. At the time of delivery or collection of the Equipment the said form
will be signed by the Hirer or by a person authorised on its behalf, which
signature shall constitute the Hirer’s acceptance of theEquipment.
2.3 The Company will use all reasonable endeavours to have the
Equipment available for delivery or collection on the date specified in the
Schedule but the Company shall not incur any liability whatsoever in the event
of any delay.
3. Rentals
3.1 The Hirer will pay to the Company in advance the Rentals
stated in the Schedule (subject to any adjustment as provided in clause 4 below),
the first such payment to be made on the date of Commencement of Hire and
subsequent payments to be made at the consecutive intervals specified in the
Schedule without prior demand by the Company. Time shall be of the essence
in respect of the payment of all sums due hereunder and the Hirer shall be
deemed to have repudiated this Hire Agreement if any Rental or other payments
shall remain unpaid for more than 14 days after becoming due.
3.2 All payments due hereunder (if not made by Direct Debit or
Banker’s Order) shall be made to the Company at its address stated herein or at
such other address as the Company may from time to time communicate to the
Hirer. Any payments sent by post shall be so sent at the risk of the Hirer.
4. Revision of rentals
4.1 The Hirer expressly acknowledges and accepts that the Company shall be entitled to revise the Rentals stated in the Schedule (by such
amount as the Company shall in its absolute discretion determine) at any time
before the Commencement of Hire in the event that, between the date of
signature of this Hire Agreement and the date of Commencement of Hire (but not
otherwise), an increase is announced or imposed by the manufacturer in the list price
of the Equipment.
4.2 Any such revision will be notified by the Company to the Hirer as
soon as practicable and in any event on or before the Commencement of Hire. In the
event the Hirer does not accept such price revision, it shall have the right for a period
of seven days after receipt of such notification to serve notice on the Company
cancelling this Agreement. [Subject to return of any other equipment then in the
possession of the Hirer in good repair and condition, the Hirer will incur no liability
or obligation to the Company on account of such cancellation.]
5. Use of Equipment
5.1 The Hirer may use the Equipment for the purposes of its business.
The Equipment is not to be used, and the Hirer will not permit it to be used, for any
purposes for which it is not expressly designed. Further the Hirer will not use or
permit the Equipment to be used for hire or for any illegal purpose whatsoever.
5.2 The Hirer agrees that it will not:
5.2.1 without the prior consent of the Company effect any mechanical or
other modification to the Equipment, make any alterations or additions, or fit any
other accessories or non- standard tyres, and any such additions alterations or
modified parts which may be made (whether with or without consent) shall become
part of the Equipment and shall belong to the Company;
5.2.2 remove or interfere with any identification marks or plates affixed to
the Equipment nor attempt or purport to do so nor permit the same;
5.2.3 deface the paintwork or bodywork of the Equipment nor add or erect
any painting, sign-writing, lettering, or advertising to or on the Equipment.
6. Duties of the Company
The Company shall during the continuance of this Hire Agreement:
6.1 (unless the Hirer elects to collect the Equipment from the depot of
the Company) deliver the Equipment to a place agreed between both parties free of
charge anywhere within a radius of[50] miles of the Company’s premises;
6.2 in the event the Equipment becomes temporarily unroadworthy or
unusable (other than as a result of accident, damage, theft or vandalism), endeavour
to make available replacement Equipment (not necessarily of the same type and age)
for collection by the Hirer within [48] hours (or so soon thereafter as is practicable)
after receipt of notification from the Hirer requesting the same. The said replacement
Equipment shall be available to the Hirer for a maximum period of [21] days. The
Company may at its discretion from time to time withdraw the Equipment and
substitute other Equipment of similar make or type.
7. Duties of the Hirer
The Hirer shall during the continuance of this Hire Agreement:
7.1 pay or reimburse to the Company the cost of regular service and
maintenance (including materials, oil, grease and lubricants) in accordance with the
manufacturer’s recommendations having regard to mileage and time intervals,
together with the cost of any necessary repairs or replacements. If the said service
or maintenance is not carried out by the Company or its agents, the Company
will require proof of the work having been carried out by way of original
receipted invoiced;
7.2 provide and pay for all tyres required to be replaced through fair
wear and tear or faulty manufacture;
7.3 pay to the Company interest at the rate of 3% above the Base
Rate of NatWest Bank plc for the time being on all sums which from time to
time may be due from the Hirer to the Company hereunder and remain for the
time being unpaid, such interest being calculated quarterly and to be payable as
well after as before any judgment obtained in respect thereof;
7.4 ensure that the Equipment is operated properly and safely by
drivers who at all times hold valid and current driving licences in the appropriate
7.5 deliver and collect the Equipment to and from any maintenance
or repairing agent and pay for the cost of moving the Equipment to a repairing
agent when it has become unroadworthy or unusable;
7.6 subject to the provisions of clause 6.3 hereof, pay for all petrol
and lubricants for the proper running of the Equipment and ensure that sufficient
anti-freeze of the recommended type is at all relevant times maintained in the
Equipment’s radiators;
7.7 indemnify the Company against all fines, penalties and liabilities
imposed on the Company or arising in respect of any non-compliance or contravention of any transport, traffic or other law or regulation, together with any cost
or expense relating thereto incurred by the Company;
7.8 not take or allow the Equipment to be taken out of the United
Kingdom mainland without receiving the prior written authority of the Company
and, in the event of that authority being given, only on such terms as the Company deems fit;
7.9 collect from and return to the Company, or from and to such
place as the Company shall advise, any replacement Equipment made available
to the Hirer in accordance with clause 6.2 hereof. The replacement Equipment
shall be returned within [24] hours after the Hirer been informed by the Company that the original Equipment is ready for collection, failing which the Hirer
will pay additional rentals for the replacement Equipment at a rate determined by
the Company for the period during which the replacement Equipment is retained
by the Hirer;
7.10 bear the cost of the repair or rectification of any damage to the
Equipment resulting from negligence or improper use of the Equipment by the
Hirer or any person permitted by the Hirer to use the Equipment;
7.11 pay all costs incurred by the Company in respect of the supply
and fixing of any accessories, extras or additions which may be required by law
or which are fitted to the Equipment at the request of or by the Hirer;
7.12 not sell, assign, mortgage, let on hire or otherwise dispose of or
part with possession of the Equipment or part thereof or charge the benefit of
this Hire Agreement nor attempt or purport to do so;
7.13 take all necessary steps at its own expense to retain and recover
possession and control of the Equipment of which the Hirer loses possession or
7.14 permit the Company or its authorised representatives at all reasonable
times to enter upon the premises where the Equipment may from time to time be
garaged or parked to inspect and test the condition of the Equipment;
7.15 notify the Company of any change in the Hirer’s address and
upon request by the Company promptly inform the Company of the whereabouts
of the Equipment;
7.16 in respect of the condition and maintenance of the Equipment, be
solely responsible at its own cost for:
7.16.1 regularly checking and adjusting as necessary the radiator
battery and engine fluid levels;
7.16.2 promptly repairing damage;
7.16.3 keeping accurate records of servicing;
7.16.4 arranging the regular servicing of the Equipment:
7.16.5 replacing any shattered, broken or splintered windscreens or
7..17 not use or permit the Equipment to be used or operated in a
manner contrary to any statutory provision or regulation or in any way contrary
to law.
8. Insurance
8.1 The Hirer will throughout the continuance in force of this Hire
Agreement without prejudice to the liability of the Hirer to the Company keep
the Equipment (including any replacement Equipment provided under clause 6.5
above) insured with an insurance company of good repute against loss or
damage from all risks (including third party risks). The Hirer shall notify its
insurers that the Equipment is on hire from the Company and request the insurers
to endorse a note of such interest on the Policy of Insurance naming the Company as loss payee, shall on demand show to the Company the Policy of Insurance, premium receipts and Insurance Certificate and shall not use or allow the
Equipment to be used for any purpose not permitted by the terms and conditions
of the Policy of Insurance or do or allow to be done any act or thing whereby the
insurance may be invalidated. If the Hirer shall make default in the payment of
any premium in respect of the insurance the Company may pay such premium in
which event the Hirer shall repay the amount thereof to the Company on demand. The Hirer shall indemnify the Company against all loss or damage to the
Equipment not recoverable under the Policy of Insurance.
8.2 Where any event or accident shall occur which is a risk covered
by the Hirer’s insurance hereunder, the Hirer shall immediately notify the
Company thereof, shall not compromise any claim without the consent of the
Company, shall allow the Company to take over the conduct of negotiations
(except in relation to claims of the Hirer for personal injuries, loss of use of the
Equipment, or loss or damage to the property of the Hirer unconnected with the
Equipment) and shall at the expense of the Hirer take such proceedings (in the
sole name of the Hirer or jointly with the Company) as the Company shall direct,
holding all sums recovered, together with any monies received by the Hirer
under its Policy of Insurance, on trust for the Company and paying or applying
the same as the Company directs and as herein provided. If the Equipment is
declared a total loss the hire thereof shall terminate. In such event the Company
shall apply any proceeds of insurance received by it at its option:
8.2.1 towards a replacement of equivalent value which replacement
shall be deemed to be included in this Agreement for all purposes and the Hirer
shall continue to be liable to pay Rental as if such loss had not taken place; or
8.2.2 in or towards payment to the Company of the sum necessary to
compensate the Company for the loss of profit suffered as a result of the loss of
the Equipment.
8.3 The Company shall have the right itself to repair or have repaired the Equipment which is the subject of an accident. If the Company does
not choose to do so the Hirer shall be liable to reinstate or repair at its own
expense (but subject to any insurance proceeds) Equipment which has not
become a total loss and shall continue to pay Rental in respect of such Equipment during such reinstatement or repair.
8.4 The Hirer will be liable to pay to the Company any amount
deducted by the insurers by way of excess or in respect of damage caused to the
Equipment prior to the date of total loss, and (subject to the application of
insurance proceeds under clause 8.2.2 above) shall indemnify the Company
against all and any loss suffered by it in consequence of the loss or destruction of
the Equipment.
9. General Liability
9.1 The Hirer shall be solely responsible for and hold the Company
fully indemnified against all claims, demands, liabilities, losses, damages,
proceedings, costs and expenses which may be brought against or incurred by
the Company as a result of any accident involving the Equipment (other than
death or personal injury resulting from the negligence of the Company, its
employees or agents).
9.2 The Company does not hire the Equipment subject to any
condition or warranty express, implied or statutory in connection with the fitness
for any purpose or age of the Equipment and any conditions and warranties are
hereby expressly excluded insofar as permitted by statute and (save for the
Company’s liability for death or personal injury caused by the negligence of the
Company, its employees or agents) the Company will not be responsible for any
liability, claim, loss, damage or expense of any kind or nature caused directly or
indirectly by the Equipment of its use.
9.3 The Hirer shall be solely responsible for and hold the Company
fully indemnified against all claims, demands, liabilities, losses, damages,
proceedings, costs and expenses suffered or incurred by the Company as a result
of any breach or default on the part of the Hirer in the discharge of its obligations under this Hire Agreement.
10. Ownership
The Hirer shall have no rights to the Equipment other than as hirer and the Hirer
shall not do or permit or cause to be done any matter or thing whereby the rights
of the Company in respect of the Equipment is or may be prejudicially affected.
11. Termination
11.1 If the Hirer shall fail to pay any Rental or other sum payable under this
Hire Agreement (or under any other agreement between the Company, any
subsidiary of the Company, any holding company of the Company , or any other
subsidiary of any such holding company and the Hirer) within 14 days of its
becoming due (whether demanded or not) or shall commit a breach of the other
terms and conditions whether express or implied of this Hire Agreement (or of
the terms and conditions of any such agreement as aforesaid) or shall do or allow
to be done any act or thing which in the opinion of the Company may jeopardise
the Company’s rights in the Equipment or any part thereof, then in each and
every such case the Hirer shall be deemed to have repudiated this Hire Agreement and the Company may thereupon or at any time within three months
thereafter by notice in writing to the Hirer for all purposes forthwith terminate
the hiring constituted by this Hire Agreement.
11.2 If any of the following events shall occur, namely:
11.2.1 If any distress, execution, or other legal process shall be levied on or
against the Equipment or any part thereof or against any premises where the
same may be or against any of the Hirer’s goods or other property or the Hirer
shall permit any judgment against it to remain unsatisfied for seven days; or
11.2.2 If the Hirer, being an individual, shall die or commit any act of bankruptcy; or
11.2.3 If the Hirer, being a body corporate, shall enter into any liquidation, shall
call any meeting of its creditors or shall have a receiver or receiver manager of
all or any of its undertakings or assets appointed, or shall suffer the appointment
or the presentation of a petition for the appointment of an Administrator under
the provisions of Part II of the Insolvency Act 1986, or shall be deemed by virtue
of section 123 of the Insolvency Act 1986 to be unable to pay its debts, Then in
each and every such case the hire constituted by this Hire Agreement shall
terminate immediately and without notice and no payment subsequently accepted by the Company without knowledge of such termination shall in any way
prejudice or affect the operation of this clause.
11.3 If the Company shall at any time commit a material breach of
any of the terms and conditions whether express or implied of this Hire Agreement then (provided the Hirer is not itself also in breach) the Hirer may return
the Equipment and (without prejudice to its right to claim damages for that
breach) by notice in writing to the Company for all purposes forthwith terminate
the hire constituted by this Hire Agreement
11.4 The Hirer shall upon any termination under clauses 11.1 or 11.2above pay
to the Company:
11.4.1 All arrears of Rental then due and all other sums accrued due and unpaid
at the date of termination, together with interest thereon payable under clause 7.1
hereof; and
11.4.2 The cost of all repairs required as at the date of termination (other than
those for which the Company has assumed responsibility under clause 6.3
above); and
11.4.3 Compensation for the loss suffered by the Company as a result of such
termination, such loss being determined by the Company having regard to all
relevant circumstances; and
11.4.4 Any other sums which are or become due to the Company or to which the
Company is entitled by way of damages. The termination of the hire constituted
by this Hire Agreement shall not affect any rights of the Company or liabilities
of the Hirer subsisting at the date of termination.
11.5 On termination of the hire howsoever or whenever occasioned or on
expiry of the Hire Period, the Hirer shall no longer be in possession of the
Equipment with the Company’s consent and shall (unless otherwise agreed with
the Company) forthwith return the Equipment (including spare wheel, tyres,
tools, handbook and service vouchers and accessories where fitted) to the
Company at such address as the Company may direct in good order and in good
working condition and at the Hirer’s expense and risk. Without prejudice to the
foregoing or to the Company’s claim for any arrears of Rental or damages for
any breach by the Hirer of this Hire Agreement or any other rights hereunder, the
Company or its authorised representatives may at any time after such termination
or expiry of the Hire Period without notice retake possession of the Equipment
and for such purpose enter upon any premises belonging to or in the occupation
or control of the Hirer and the Hirer shall be responsible for all costs, charges
and expenses so incurred in retaking possession of the Equipment as aforesaid.
The hirer shall also bear the reasonable costs incurred by the Company at any
time in ascertaining the whereabouts of the Equipment and/or the Hirer.
12. Continuation payment
12.1 Without prejudice to the provisions of clause 11.5 hereof, as from the due
expiration of the Hire Period and until such time as the Equipment shall have
been returned the Hirer will pay by way of recompense for the continued use of
the Equipment a monthly sum (payable in arrear) at the same rate per annum as
the Rental payments previously due in respect thereof.
12.2 This clause shall not confer upon the Hirer any right to the continued use
or possession of the Equipment.
13. VAT
All sums due from the Hirer to the Company hereunder shall be increased to
include VAT at the rate or rates for the time being in force.
14. Owner’s intervention
14.1 If the Hirer fails to comply with or commits a breach of any provision of this
Hire Agreement, the Company may without in any way being obliged to do so or
responsible for so doing and without prejudice to the ability of the Company to
treat that non-compliance as an event entitling it to terminate this Hire Agreement under clause 11 hereof effect compliance on behalf of the Hirer whereupon
the Hirer will become liable to pay immediately any sums expended by the
Company together with all costs and expenses including legal costs in connection therewith.
14.2 The Equipment may be fitted with telemetry systems or other similar
devices that may track the Equipment location and will be used as a tool for
measuring how the Equipment is being operated or accident related investigations,
this is to maintain and protect the Equipment. We may contact you in the event that
the device indicates that you may be breaking the terms of the Contract and may
ask you to modify your use of the Equipment or that of any Approved Driver, and
we reserve our right to terminate the Contract in the event that you continue to not
comply with its provisions. The information may be used both during and post the
Rental Period/Hire/Always Running period.
15. Force majeure
Although the Company will use all reasonable endeavours to discharge its
obligations under this Hire Agreement in a prompt and efficient manner, it does
not accept responsibility for any failure or delay caused by circumstances
beyond its control.
16. Forbearance
No forbearance indulgence or relaxation on the part of the Company shown or
granted to the Hirer in respect of any of the provisions of this Hire Agreement
shall in anyway affect diminish, restrict or prejudice the rights or powers of the
Company under this Hire Agreement or operate as or be deemed to be a waiver of
any breach by the Hirer of the terms and conditions of this Hire Agreement.
17. Concurrent remedies
No right or remedy herein conferred upon or reserved to the Company is exclusive of any other right or remedy herein or by law or equity provided or permitted
but each shall be cumulative of every other right or remedy given hereunder or
now or hereafter existing and may be enforced concurrently therewith or from
time to time.
18. Notices
Any notice required or permitted to be given under the Hire Agreement shall be
given in writing delivered personally or sent by first class post prepaid recorded
delivery or by fax or telex to the party due to receive such notice to the Company
at its registered office from time to time and, to the Hirer at the address as set out
in this Hire Agreement (or such address as the Hirer may have notified to the
Company) in accordance with this clause and any notice so served shall be
deemed to have been served:
18.1 if delivered by hand at the time of such delivery;
18.2 if sent through the post 48 hours after the time of despatch and in
proving the service of the same it shall be sufficient to prove in the case of a letter
that such letter was properly delivered or stamped addressed and placed in the
post (as the case may be); and
18.3 if sent by telex or facsimile at the time of transmission and in
proving the same it shall be sufficient to prove that such telex or facsimile was
duly despatched to a current telex or telecopy number of the addressee of the said
address for service.
19. Waiver of setoff
The Hirer hereby waives all and any future claims and rights of set off against
any instalment of Rental or any payment due hereunder and agrees to pay the
Rental and other amounts hereunder regardless of any equity, set off or cross –
claim on the part of the Hirer against the Company.
20. Construction
Where there are two or more parties to this Hire Agreement as Hirer their liability
hereunder shall be joint and several. In this Hire Agreement and where the
context so admits or requires the masculine gender shall include the feminine or
neuter (and vice versa) and expressions in the singular shall include the plural.
21. Governing law
This Hire Agreement shall be governed by and construed in accordance with the
Laws of England.