Terms & Conditions
The Customer’s attention is drawn in particular to clause 9 (Limitation of liability)
1. Definitions and interpretation
- The following definitions apply in these Conditions.
Agreement: the agreement between the Customer and the Supplier for the hire of the Items, which comprises the Order and these Conditions, and which is formed in accordance with clause
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the payments made by or on behalf of Customer for hire of the Items.
Conditions: the terms and conditions set out in this document.
Customer: the person or firm who hires the Items from the Supplier.
Delivery: collection of the Items by the Customer (or its agent) at the Supplier’s premises, and Delivered shall be understood accordingly.
Delivery Date: the date upon which the Items are to be Delivered to the Customer, as set out in the Order.
Hire Period: the period of hire of the Items as set out in the Quotation.
Items: the items which the Customer hires from the Supplier, as described in the Quotation, including any substitutions, replacements or renewals of such Items.
Order: the Customer’s order for hire of the Items, as set out in the Customer’s written acceptance of the Quotation.
Quotation: the Supplier’s written quotation provided to the Customer which includes, amongst other things, a description of the Items to be made available for hire to the Customer, the Delivery Date, the Hire Period and the applicable Charges.
Risk Period: the period during which the Items are at the sole of the risk of the Customer as set out in clause 6.2
Supplier: West Lea Prop Hire Limited, a limited company incorporated in England and Wales with registered company number 12910191 and whose registered office address is at Barttelot Court, Barttelot Road, Horsham, West Sussex, United Kingdom, RH12 1DQ.
- Interpretation: In these Conditions: (a) a reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under that statute or statutory provision; (b) any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (c) a reference to writing or written includes email; (d) if there is any conflict or inconsistency between these Conditions and the Order, the Order shall take precedence; (e) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (f) headings shall not affect the interpretation of these Conditions.
2. Basis of agreement
- These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- The Order constitutes an offer by the Customer to hire the Items in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
- The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Agreement shall come into existence.
- Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or on its website are produced for the sole purpose of giving an approximate idea of the Items referred to in them. They shall not form part of the Contract nor have any contractual force.
- A Quotation shall not constitute an offer. A Quotation shall only be valid for a period of 20 Business Days from its date of issue.
3. Items hire
- The Hire Period starts on the Delivery Date and shall continue until its expiry unless and until the Agreement is terminated earlier in accordance with its terms.
- The Supplier shall not, other than in the exercise of its rights under the Agreement or applicable law, interfere with the Customer’s quiet possession of the Items.
- The Customer shall pay the Charges to the Supplier in accordance with the Quotation.
- If the Customer wishes to hire the Items for longer than the Hire Period specified in the Quotation, the Customer shall pay additional Charges to the Supplier at the Supplier’s standard weekly rates for the period of additional hire. Any additional hire period of less than a week shall be charged as a full week.
- The Supplier shall invoice the Charges for the expected Hire Period on Delivery, and shall invoice for any additional hire period required by the Customer pursuant to clause 4.2 every four weeks. The Supplier may invoice for any other charges that may become due under the Agreement when those charges arise.
- The Supplier will not refund any Charges paid in advance if the Items are returned before the end of the Hire Period.
- f the Customer requires the Supplier or it is necessary for the Supplier to work on a day other than a Business Day (for example, in order to pack an Order placed at late notice), the Customer shall be liable to pay an additonal charge for each such day worked at the rate of £300 for a Saturday or a Sunday and £400 for a bank holiday.
- The Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
- All amounts due under the 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) unless otherwise agreed by the Supplier.
- If the Customer fails to make a payment due to the Supplier under the Agreement by the due date, then, without limiting the Supplier’s remedies under clause 11, the Customer 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 at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- The Supplier shall pack the Items in crates ready for Delivery by the Customer. All such crates shall remain the Supplier’s property and the Customer shall return them at the end of the Hire Period (at its own expense) in their original condition. If a crate is lost, damaged or destroyed, or the Customer fails to return it at the end of the Hire Period, the Supplier may charge to the Customer, and the Customer shall pay, a fee of £25 (excluding VAT) for each crate lost, damaged, destroyed or not returned.
- Delivery shall be effected by the Customer (unless the parties otherwise agree in writing).
- The Customer may reject any damaged or missing Items, provided that it gives notice to the Supplier within one Business Day following Delivery. If the Customer fails to give notice of rejection in accordance with this clause, it shall be deemed to have accepted the Items and the damaged or missing Item(s) shall be deemed to be the responsibility of the Customer.
- If, within 7 days of the scheduled Delivery Date, the Customer requests that the Supplier change the Delivery Date to a later date, the Customer shall be liable to pay to the Supplier a “hold fee” calculated as 2.5% of the aggregate Charges due in respect of the relevant Order for each week (or part week) between the original Delivery Date and the revised Delivery Date. The Customer may (by notice in writing to the Supplier) elect not to pay the hold fee, in which case the Customer shall be deemed to have cancelled the Order pursuant to clause 11.2.
6. Title, Risk and Insurance
- The Items shall at all times remain the property of the Supplier (or its licensors), and the Customer shall have no right, title or interest in or to the Items (save the right to possession and use of the Items subject to the terms of the Agreement).
- The risk of loss, theft, damage or destruction of the Items shall pass to the Customer on Delivery. The Items shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Items are in the possession, custody or control of the Customer (Risk Period) until such time as the Items are redelivered to the Supplier. During the Hire Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain insurance of the Items 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 Supplier may from time to time nominate in writing.
- The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Items arising out of or in connection with the Customer’s possession or use of the Items.
- The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.
7. Customer's Responsibilities
- The Customer shall during the term of the Agreement:
(a) ensure that the Items are kept and operated in a suitable environment, used only as props (rather than working items), ensure that no person eats or drinks from any of the Items; and ensure that the Items are used and stored in accordance with any operating instructions provided by the Supplier;
(b) take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Items are at all times safe and without risk to health when they are being used, cleaned or maintained;
(c) maintain at its own expense the Items in good and substantial repair in order to keep them in as good an operating condition as they were on the Delivery Date (fair wear and tear only excepted) and shall make good any damage to the Items;
(d) make no alteration to the Items;
(e) keep the Supplier fully informed of all material matters relating to the Items;
(f) not, without the prior written consent of the Supplier, part with control of, sell or offer for sale, underlet or lend the Items or allow the creation of any mortgage, charge, lien or other security interest in respect of them;
(g) not suffer or permit the Items to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Items are so confiscated, seized or taken, the Customer shall notify the Supplier and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Items and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(h) deliver up the Items at the end of the Hire Period at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Customer’s premises where the Items are located for the purpose of removing the Items; and
(i) not do or permit to be done anything which could invalidate the insurances referred to in clause 6.2.
- The Customer acknowledges that the Supplier shall not be responsible for any loss of or damage to the Items arising out of or in connection with any negligence, misuse, mishandling of the Items or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer shall indemnify the Supplier 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 reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of, or in connection with any failure by the Customer to comply with the terms of the Agreement.
8. Warranty and Indemnity
- The Supplier warrants that the Items shall substantially conform to their specification (as made available by the Supplier), be of satisfactory quality and fit for any purpose held out by the Supplier.
- The Customer acknowledges that the Items are intended to be used as props, rather than as working items, and therefore the Supplier shall bear no responsibility or liability should the Customer allow the Items to be used (i) as working items (for example, by allowing an actor to drink from a bottle supplied by the Supplier), or (ii) otherwise than in accordance with the Supplier’s instructions.
- The Customer shall indemnify and hold harmless the Supplier 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 and other reasonable professional costs and expenses) suffered or incurred by the Supplier as a result of the Customer breaching clause 8.2.
9. Intellectual property
- Nothing in the Agreement shall operate to transfer or grant a licence to use any intellectual property rights subsisting in or relating to the Items to the Customer.
- The Supplier makes no representation or warranty as to whether the Customer may use the Items as the Customer intends nor as to whether such use may infringe any intellectual property rights of third parties.
- 9.3 Where the Items include copyrighted materials, trade marks or logos belonging to a third party (Third Party IP), the Customer:
(a) shall be responsible for seeking consent to use the Items, as the Customer intends, from the owner of such Third Party IP, and the Supplier shall bear no liability or responsibility for seeking such consent; and
(b) undertakes not to copy or retain, or allow any other person to copy or retain, the Items, which should be either destroyed or returned to the Supplier at the end of the Hire Period in accordance with clause 12.2.1(a).
- The Customer shall indemnify and hold harmless the Supplier 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 and other reasonable professional costs and expenses) suffered or incurred by the Supplier arising from or connected with a breach of clause 9.3 by the Customer.
10. Limitation of Liability
- The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Agreement limits any liability which cannot legally be limited including liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 7 of the Supply of Goods and Services Act; or (iv) any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
- Subject to clause 10.2, the Supplier’s total liability to the Customer shall not exceed an amount equal to the greater of £5,000 or 100% of the Charges.
- Subject to clause 10.2, the Supplier shall not be liable under the 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.
- Subject to clause 10.2, all implied terms and conditions as to the quality or performance of the Items and any other goods or services provided under the Agreement are, to the fullest extent permitted by law, excluded from the Agreement.
- Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
(c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
(d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
- Without affecting any other right or remedy available to it, the Customer may, subject to clause 12.1, terminate the Agreement by giving the Supplier written notice anytime prior to the Delivery Date.
- Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
12. Consequences of Termination or Expiry
- If the Customer gives notice to terminate the Agreement pursuant to clause 11.2 within 7 days of the Delivery Date the Customer shall be liable to pay a cancellation charge of £250 to reflect the Supplier’s reasonable costs incurred prior to termination.
- At the end of the Hire Period, or otherwise on expiry or termination of the Agreement, however caused:
(a) the Supplier’s consent to the Customer’s possession of the Items shall terminate and the Customer shall, promptly, at the Supplier’s election, either: (i) return the Items to the Supplier in their original condition; or (ii) destroy the Items and provide evidence to the Supplier of their destruction;
(b) the Supplier shall inspect the Items once returned. If any of the Items are missing or damaged, the Supplier may charge (and the Customer shall pay) the Customer the full replacement value of the Item, provided that the Supplier notifies the Customer within 1 Business Day following the Items’ return; and
(c) without prejudice to any other rights or remedies of the Customer, the Customer shall pay to the Supplier on demand (i) all Charges and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.8; and (ii) any costs and expenses incurred by the Supplier in recovering the Items or in collecting any sums due under the Agreement (including any storage, insurance, repair, replacement, transport and legal costs).
- The Customer undertakes not to return any Items in a form other than as Delivered. For example, if the Item Delivered is an empty bottle, the Customer undertakes to return it empty and without any additional content. If the Customer fails to comply with this clause 12.3, the Supplier may charge a cleaning fee of up to £100 (excluding VAT) per Order.
- Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
- Termination or expiry of the 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.
13. Confidential Information
- Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, 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 the 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 this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 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 the Agreement.
- Any notice given to a party under or in connection with the Agreement shall be in writing and shall be 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 sent by email to such email address as one party may provide to the other in connection with the Agreement.
- Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside the hours of 9.00 am to 5.00 pm on any Business Day in the place of receipt, at the commencement of the next Business Day.
- 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.
- The 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 the Agreement.
- The Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
- No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Nothing in the 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.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Agreement.
- These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
- No failure or delay by a party to exercise any right or remedy provided under the 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.
- Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of the 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 the Agreement.
- If any provision or part-provision of the Agreement is deemed deleted under clause 15.10 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.
16. Governing Law and Jurisdiction
- The 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.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
West Lea Prop Hire Limited