Terms and Conditions of Sale and Hire

Kärcher UK Ltd

1. APPLICABLE TERMS
a. Any quotation for a sale of Goods or work given by the Seller is not an offer that can be accepted by the Buyer. No order placed by the Buyer with the Seller (in response to a quotation or otherwise) shall be binding on the Seller unless and until it is accepted in writing by the Seller’s acceptance of order form or despatch note or delivery note, or the Goods are despatched or the work is commenced.
b. Any contract made with the Seller for the sale of Goods or work shall incorporate and be subject to these conditions and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded.
c. All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the Goods described. They shall not form part of the contract nor have any contractual force.
d. These conditions apply to any contract made with the Seller for the sale of Goods and/or hire of Goods or work to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
e. Unless otherwise agreed in writing, the Seller reserves the right to despatch or deliver Goods of a modified design provided that any difference does not make the Goods unsuitable for any purpose the Buyer has made known to the Seller.
f. The Seller reserves the right to subcontract the fulfilment of the order including any installation or any part thereof.
g. “Goods” means all products sold by the Seller that are not Equipment, (as set out at Clause 1(h)), for the purposes of being sold by the Seller to the Buyer.
h. "Equipment" means all plant machinery equipment and accessories that are not Goods, (as set out in Clause 1(g)), to be hired by you as agreed by the Seller.
i. "Hire Period" means the period commencing from the time when the Equipment is removed from the Seller's possession and continues until the Equipment is either returned into the possession of the Seller or the Equipment is repossessed. It is the hirer’s responsibility to terminate the hire with the owner at the end of the Hire Period.
j. The "Seller" means Kärcher (U.K.) Limited and Kärcher Hire Limited and includes its employees, servants, agents, representatives, successors and assignees.
k. "Working Day" means any day of the week except Saturday or Sunday.
l. "Writing" means letter by mail, email and fax and "Written" shall be construed accordingly.
m. "you" means the company, firm, person, or organisation hiring the equipment and includes successors or personal representatives and "your" shall be construed accordingly.

2. THE PRICE (SALE OF GOODS)
a. All prices are exclusive of transport, packing, import/export duties and VAT. Costs of transport, packing and duties will be added to all products supplied. VAT will be charged at the rate applicable at the date of invoice. In case of small orders, the Seller shall be entitled to make a minimum order charge or to add a surcharge.

3. PAYMENT (SALE OF GOODS)
a. If the Buyer wishes to complete the sale of Goods, payment must be made within 30 days of invoice date or receipt of Goods, whichever is the later (based on a weekly payment run). If no demand is made, then all accounts must be paid within 30 days of invoice date. If at the date on which the Seller is ready to despatch or deliver the Goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement within 30 days of that date. In default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders. Interest shall be charged on outstanding balances 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%.

4. PAYMENT (EQUIPMENT HIRE)
a. Payment for the hiring of Equipment shall be paid as directed by the Seller. Customers who do not hold an account with the Seller shall be asked to pay a deposit and advance payment of the sum payable for the first week's Hire Period. Those customers holding an account with the Seller shall be required to make payment within 30 days of the date of the Seller's invoice. When choosing to pay by Credit or Debit Card, you agree for the Seller to take further payments for any extended hire periods, repairs or damages to the hired Equipment and transportation or other related charges as and when necessary.
b. All payments must be kept up to date at all times and time of payment shall be of the essence.
c. All prices are, unless otherwise stated, exclusive of VAT.
d. All and any query with an invoice must be notified in writing to the company within 14 days of the date of the invoice. Thereafter, any query with the invoice or its contents will not be accepted.

5. HIRING AND USE OF EQUIPMENT (EQUIPMENT HIRE)
a. The Equipment is offered for hire subject to availability. No contract is completed between you and the Seller until the Seller confirms the availability of the Equipment you wish to hire. The Seller reserves the right to supply alternative Equipment provided the replacement Equipment is comparable in purpose, size and quality.
b. You must satisfy yourself that the Equipment you hire is suitable for your intended purpose.
c. The Equipment must be used by qualified personnel wherever applicable for its proper purpose only in accordance with any applicable manufacturer's manuals or instructions. You acknowledge that you have received or are otherwise aware of all necessary operating maintenance and safety instructions for the Equipment.
d. Equipment must be tested by Buyer upon delivery to ensure it is in good working order.
e. You shall be deemed to have accepted the Equipment upon your use of the Equipment.
f. Upon delivery of the Equipment, any defects or dissatisfaction must be notified immediately to the Seller and confirmed in Writing within 2 Working Days. In the absence of such notification the Equipment shall be deemed to be in good order in accordance with the terms of the contract and to your satisfaction.
g. You shall not move the Equipment from the location to which it was delivered or consigned unless prior Written consent is obtained from the Seller.
h. You shall be responsible for the Equipment's safekeeping during the Hire Period and until the Equipment is returned into the possession of the Seller and you must insure the Equipment under an All Risk Physical Damage insurance policy including theft of the Equipment for the manufacturer's current published list price.
i. The minimum period of hire for all hired Equipment is one week unless otherwise stated on quotation, delivery note or hire contract, to include Saturday, Sunday and bank holidays. Hire for one year will be charged on the basis of 52 weeks hire. (No allowance being given for any period that your business may be closed).
j. All hire rates are based on a 40 hour week. Additional hours will be charged pro rata.
k. All hire rates include the servicing of the machines and the replacement of worn parts caused by the normal use of the machine. However, the misuse of the machine and/or its parts and the replacement of consumable items (Brushes, Squeegee Blades etc) are not included in the Hire rate and are chargeable.
l. It is the customers responsibility to make daily oil checks on all Petrol, LPG and Diesel machines. Daily checks and top ups should be made on all batteries.

6. CREDIT (SALE OF GOODS)
a. This contract for the purposes of purchasing Goods shall be subject to the provision that the Seller may require payment of the whole or part of the purchase price from the Buyer in advance (including where the Buyer’s total indebtedness to the Seller exceeds any agreed credit amount) and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability.

7. RISK AND TITLE IN EQUIPMENT (EQUIPMENT HIRE)
a. Where the Seller agrees to sell to you any Equipment then the following shall apply:-
i. The risk in the Equipment shall pass to you immediately upon delivery to you.
ii. The title in the Equipment shall remain vested in the Seller and the Seller reserves the right to dispose of the Equipment until such time as the price thereof shall have been paid in full and cleared funds.
iii. If such payment becomes overdue in whole or in part or if you breach of any of the terms of the agreement or if any act or proceedings in which the question of your insolvency is involved the Seller may (without prejudice to any of the Seller's other rights) may recover or re-sell the Equipment or any part of it and the Seller or its servant or agents may enter upon your premises for the purpose of the repossession of the Equipment.

8. RISK IN GOODS (SALE OF GOODS)
a. The risk in respect of all Goods sold under these terms shall pass to the Buyer upon the delivery of the Goods by the Seller to the Buyer’s premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the Goods itself. In any event the property in the Goods shall not pass to the Buyer except as provided in Clause 9.

9. TITLE RETENTION (SALE OF GOODS)
a. Until the purchase price of the Goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (in cash or cleared funds):-
b. The property in the Goods comprised in this contract remain with the Seller (even following delivery).
c. The Buyer shall store the Goods in such a way that they can be readily identified as being the Seller’s property.
d. The Buyer shall on request inform the Seller of the precise location of each item of the Goods identified where applicable by its serial number, by supplying the Seller at its expense within seven days of its request with a written schedule of the said locations.
e. The Buyer may sell the Goods as the Seller’s agent in the normal course of the Buyer’s business and may pass good title to the Buyer’s customer being a bona fide purchaser for value without notice of the Seller’s rights on the following conditions:-
i. The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in Clauses 3 and 6 of these conditions.
ii. The Buyer’s power of sale shall automatically cease in any of the circumstances set out in Clause 20 of these conditions.
iii. The Buyer shall notify the Seller without delay of any attachment of the Goods or actions by third parties which might infringe the Seller’s title to the Goods.
f. Upon determination of the Buyer’s power of sale the Seller or its representatives shall be entitled, upon giving reasonable notice, to enter the Buyer’s premises for the purpose of removing and repossessing such Goods or their proceeds of sale and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.
g. Until title in the Goods has passed to the Buyer, the Buyer shall not purport to be the owner of the Goods and shall not show such Goods as stock in its accounts.
h. The Buyer shall insure the Goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur and the Seller shall be entitled to call for details of the insurance policy. If the Buyer shall not insure the Goods or shall fail to supply details of its insurance policy on demand to the Seller the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the Goods during the whole or any part of the period from the date of its delivery of the Goods until the date of payment to it of their full purchase price.
i. Nothing in these conditions shall:
i. Unless otherwise agreed in writing, entitle the Buyer to return the Goods or to delay payment; or
ii. Constitute or be deemed to have constituted the Buyer as the Seller’s agent otherwise than for the purpose of this Clause 9;
iii. Render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the Goods; or
iv. Prevent the Seller from maintaining an action for the price notwithstanding that the property in the Goods may not have passed to the Buyer.

10. TITLE RETENTION (SCOTLAND SALE OF GOODS)
a. In the case of sales of Goods in Scotland, Clause 9(a) hereof shall not apply, and in place thereof there shall be substituted the following Clause:
i. “9(a) Until the purchase price of the Goods comprised in this contract between the Buyer and the Seller shall have been paid in full:”

11. TITLE RETENTION (EQUIPMENT HIRE)
a. The Seller (or any head licensor as the case may be) shall at all times retain title to the Equipment.
b. The Seller may affix his plate or mark on the Equipment indicating ownership of the property and you shall not remove, deface or cover up the same without the prior written consent of the Seller.
c. You shall at all reasonable times allow the Seller, his insurers or his agents to have access to the Equipment to inspect, test, adjust, repair, replace or collect the same.
d. Where Equipment has been purchased from Seller the title and ownership remains with the Seller until payment has been received in full.

12. DESPATCH/DELIVERY (SALE OF GOODS)
a. Any dates given in the contract for despatch or delivery of Goods or completion of the work (as the case may be) shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides in writing signed by the Seller and subject to the provisions of Clauses 12(d) and 12(e) below the Buyer shall accordingly accept delivery of the Goods when tendered and the work when completed.
b. The method and route of despatch of the Goods shall be selected by the Seller which shall use its reasonable endeavours to take into account the Buyer’s preferences. The Seller shall not be obliged to insure the Goods against loss or damage in transit.
c. If notwithstanding the Seller’s reasonable endeavours the Seller fails to despatch or deliver the Goods or to complete the work by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage.
d. Subject to the provisions of Clause 12(c) above, where despatch or delivery or completion of the work is delayed by more than 4 weeks beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and if upon the expiry of the extension period the Goods have not been despatched or delivered or the work has not been completed, the Buyer shall be entitled to withdraw from the contract upon written notice to the Seller.
e. If the Seller is prevented or hindered from supplying the whole of part of the Goods or completing the work due to circumstances beyond its reasonable control, further performance of the contract shall be suspended. In the event of the performance of the contract being suspended for more than 3 consecutive months the Buyer may by immediate notice in writing terminate the contract and in such circumstances the Buyer shall pay at the contract rate for all Goods sold or work done by the Seller up to the actual date of termination.
f. If, at the date on which the Seller is ready to despatch or deliver the Goods, the Buyer delays acceptance for any reason whatsoever, the Goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the Goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 3 months after the date on which the Seller is ready to despatch or deliver the Goods the Buyer has not accepted the Goods, the Seller reserves the right immediately to cancel the Buyer’s order. This cancellation shall entitle the Seller to return the Goods to stock holding.
g. Claims in respect of apparent incomplete or incorrect supplies or of Goods damaged in transit must be notified to the carrier and to the Seller as soon as possible and in any event not later than 3 working days after delivery.
h. Claims in respect of non-delivery of Goods must be made as soon as possible and in any event within 3 working days of the receipt by the Buyer of the Seller’s invoice.

13. COLLECTION, DELIVERY AND RETURN (EQUIPMENT HIRE)
a. You are responsible for the collection of the Equipment from the premises of the Seller and for the delivery of the Equipment at the place of your choosing within the United Kingdom.
b. If the Seller agrees to deliver the Equipment to an agreed location on your behalf such personnel shall comply with all your reasonable requests in connection with the delivery of the Equipment.
c. It is your responsibility to ensure the Equipment is available and accessible for collection and delivery as agreed with the Seller.
d. You should return the Equipment as advised by the Seller.
e. If you fail to return the Equipment you shall be liable for the cost of replacement of the Equipment at the manufacturer's current published list price. The Hire Period shall continue until the Equipment has been returned or the replacement value has been paid, whichever is the earlier, and you shall be liable for the payment of hiring costs during this period until the expiry of the Hire Period.
f. Upon or before the expiry of the Hire Period you shall at your expense deliver the Equipment to the Seller in the same condition as the Equipment was in at the start of the Hire Period, with the exception of normal wear and tear. You shall without prejudice to any other right or remedy of the Seller pay a charge equal to the cost of cleaning, repairing, and reconditioning the Equipment or any part thereof as the Seller shall deem necessary.
g. You are responsible for ensuring you obtain a signed receipt for the return of the Equipment.

14. CONTRACTS FOR WORK (SALE OF GOODS)
a. If the contract includes work to be done by the Seller whether of installation, commissioning, repair, rectification, or improvement, then unless the contract otherwise provides the following additional provisions shall apply:
b. The Seller shall be obliged to carry out such work only during the Seller's normal working hours, if the Buyer requests that overtime be worked and the Seller agrees such overtime shall be paid for by the Buyer at the rate stipulated by the Seller.
c. If the work is to be carried out at the Buyer's premises or on the Buyer's request at the premises of any other person then the Buyer shall undertake to provide or to procure the provision of:
i. proper and safe storage and protection of all Goods, tools, plant equipment and materials on site;
ii. free and safe access to the site and to the place at which the work is to be carried out;
iii. all facilities and services necessary to enable such work to be carried out safely and expeditiously; and
iv. (if such work includes the installation of any Goods) all builders work, foundations, cutting away and making good required and the ready availability of all plan and equipment so as to permit the Goods to be tested forthwith on completion of such work.
d. The Buyer shall pay to the Seller the amount of any expense incurred by the Seller by reason of any breach by the Buyer of its undertakings in Clause 14(b) above (but without prejudice to the Seller's rights to recover further damages therefor) and a certificate of the Seller's auditors certifying such amounts shall be conclusive and binding upon the Buyer and the Seller.

15. INDEMNITY (EQUIPMENT HIRE)
a. You shall indemnify the Seller during the Hire Period against all loss of or damage to the Equipment from whatever cause may arise and shall hold the Seller harmless against any and all claims, demands, liabilities losses and expenses of whatsoever nature relating to or in any way arising out of the possession, use, operation, alteration, modification (whether or not authorised) or control of the Equipment by you or any third party.

16. ASSIGNMENT (EQUIPMENT HIRE)
a. You shall not assign, sub-supply, part with possession of the Equipment or assign or otherwise transfer any of your rights, interests or obligations under this contract without the prior Written consent of the Seller.

17. WARRANTY (SALE OF GOODS)
a. Defects shall be notified as soon as they are discovered but in any event:-
i. In the cases of “wear parts” including nozzles, brushes, motor brushes, spark plugs, belts, hoses, wheels, seals, electrodes, fluids, plastic couplings, filters and plastic parts, not later than 28 days after the delivery of the Goods to the end user, or (in the case of fixed installations of Goods), their delivery, installation and commissioning for the end user.
ii. In the case of items of the Goods other than those listed in Clause 17(a)(i) hereof and in the case of Goods described by the Seller as “Home and Garden Products”, no later than 2 years after the delivery of the Goods to the end user or (in the case of fixed installation of Goods), the delivery, installation and commissioning of the Goods for their end user; and
iii. in the case of all other Goods, no later than 12 months after the delivery of the Goods to the end user or (in the case of fixed installation of Goods), the delivery, installation and commissioning of the Goods for their end user or in the case of multishift operation of the Goods (meaning operation of more than 8 hours in each 24 hour period) not later than 6 months after such delivery or commissioning.
b. The Seller shall make good either by repair or replacement or renewal at its option defects which under proper storage and use appear in the Goods or work within the time limits set out in Clause 17(a)(i-iii) above and which arise solely from faulty material or workmanship provided that:-
i. such defects have not been caused by misuse, neglect, accident, improper storage installation or handling, frost damage or by repair or alteration not effected by the Seller (including the attachment or connection to the Goods of any devices or accessories other than those distributed or officially recommended by the Seller) or non-compliance with the Seller’s operators’ instructions manual or the use in the operation of the Goods of incorrect electrical supply voltage, contaminated water supply or unsuitable chemicals.
ii. The Buyer shall pay to the Seller the reasonable cost (as certified by the Seller) of any examination of such Goods as a result of which the Seller shall not be liable under the terms hereof.
iii. In the event that the Buyer shall agree with the Seller that the Buyer will provide the labour necessary to carry out such repair replacement or renewal, then the Buyer shall be entitled to be paid for the said labour at a rate not exceeding the Seller’s current labour rate.
c. The Seller’s liability under Clauses 17(b)(i-iii) shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise however, which are excluded to the fullest extent permitted by law.
d. WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY STATUTE IN THE EVENT OF THE
e. BUYER DEALING AS A “CONSUMER” AS DEFINED BY SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977. IN SUCH A CASE THE BUYER’S STATUTORY RIGHTS ARE UNAFFECTED BY THESE TERMS AND CONDITIONS.
f. Nothing in these conditions limits any liability which cannot be legally be limited including liability for death or personal injury resulting from the negligence of the Seller its servants or agents.
g. Subject to Clause 17(f), the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in contract or tort (including negligence on the part of the Seller its servants or agents) arising out of or in connection with any defect in the Goods or work or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach
the contract or breach of a fundamental term) of the Seller, its servants or agents in the performance of the contract.
h. The Seller’s obligations contained in this Clause 17 shall apply only to the Buyer but the Buyer shall not be prevented from having recourse to them solely by reason of the Buyer selling the Goods in the normal course of its business to a third party. Application for transfer to subsequent purchasers of the Goods of the benefit of this warranty for its unexpired period will be considered by the Seller upon submission of a written request.
i. The Buyer accepts as reasonable that the Seller’s total liability for any Goods or work which are defective shall be as set out in these conditions (including under Clause 17(b)). To the extent that the Seller is held liable for any monetary amount, its liability shall not exceed 120% of the contract price or if higher £20,000. In fixing that limit, the Seller has had regard to the contract price, the nature of the Goods, the general use and purpose of the Goods and the resources of each party including servicing facilities and insurance cover, to meet any liability.

18. LIMITATION OF LIABILITY (EQUIPMENT HIRE)
a. The Seller shall not be liable for any special indirect incidental or consequential damage of any character in connection with or arising out of this contract including but not limited to loss of productive facilities or Equipment, loss of profits, property damage or lost production or other loss or damage whether suffered by you or any third party and whether or not due to the negligence of the Seller its servants or agents other than in respect of death or personal injury caused by the Seller's negligence, howsoever caused or arising. The liability of the Seller with respect to any claims arising out of this contract shall be limited to replacement of the Equipment with similar Equipment or at the Seller's option termination of this contract and restitution of the amount of any rentals paid with respect to any period for which the Equipment was inoperable.

19. BREAKDOWN AND REPAIR (EQUIPMENT HIRE)
a. Any breakdown or unsatisfactory working of any part of the Equipment must be notified immediately to the Seller and confirmed in Writing within 2 Working Days. Any claim for breakdown time will only be considered from the time and date when notification is received by the Seller.
b. Full allowance in respect of Equipment hire cost will be made to you for any stoppage time due to breakdown of Equipment caused by the development of an inherent fault or fair wear and tear and for all stoppages for normal running repairs. You shall be responsible for all expenses involved arising from any breakdown and/or loss or damage incurred by the Seller due to the negligence misdirection or misuse of the Equipment whether by you, your employees, agents or representatives and for the payment of the hire charge during the period the Equipment is idle due to such breakdown. In this instance our Engineers or their appointed representatives will be charged to you at £50 per hour for their time whilst involved in this breakdown/repair including travelling time to and from your site address.
c. Save for the repair of punctures to tyres under no circumstances shall you, your employees, agents or representatives or third party repair or attempt to repair the Equipment, unless authorised in writing by the Seller. No allowance for hire charges or for the cost of repairs will be made by the Seller to you unless such repairs have been authorised in writing by the Seller.

20. SUSPENSION AND TERMINATION (SALE OF GOODS)
a. The Seller shall be entitled without prejudice to its other rights to suspend all further deliveries and/or determine the contract or any unfulfilled part and the Buyer shall be responsible for any resulting loss to the Seller in the event of:
i. any payment being past the due date for payment by 7 days;
ii. any material breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy; or
iii. the Buyer 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), obtaining a moratorium, 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, if the step or action is taken in another jurisdiction, in connection with any similar procedure in the relevant jurisdiction;
iv. the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
v. the Buyer’s financial position deteriorates so far as to reasonably justify the option that its ability to give effect to these conditions are in jeopardy.

21. TERMINATION (EQUIPMENT HIRE)
a. The Seller may terminate the contract with you, if you:
b. default in punctual payments of any sums due to the Seller for hire of Equipment or other charges; or fail to observe or perform any obligations under the contract; or
c. You suffer any distress or execution to be levied against you or make or propose to make any arrangement with any creditors or being a company go into liquidation (other than a members voluntary liquidation); or do or cause to be done or permit any act or omission which results in the prejudice or jeopardy of the Seller's rights in the Equipment. If the Seller terminates the contract by such notice as aforesaid, it shall thereupon be lawful for the Seller to retake possession of the Equipment and for that purpose to enter into or upon, without prior notice, any premises where the Equipment is held. Termination in accordance with this condition shall not affect the rights of the Seller arising under Clause 21(e) or the right to recover damages for breach of the contract.
If any sum due from you under this or any other contract with the Seller is not paid on or before the due date, all sums owed to the Seller by you shall become due and payable immediately at the sole discretion of the Seller.

22. COPYRIGHT
a. The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.

23. BRANDING
a. The Buyer shall not without the prior written consent of the Seller:
i. save for the purposes of describing the Goods and/or Equipment use or permit to be used any of the trade marks, service marks, trade or brand names or any other intellectual property rights of the Seller including for the avoidance of doubt and without prejudice to the generality of the foregoing as or as part of the business, trading or corporate name of the Buyer; or
ii. allow any trade mark or service mark of the Seller or other word or mark applied to the Goods and/or Equipment (or the packaging thereof) to be obliterated, obscured or omitted or any further word or mark to be added thereto.

24. INTELLECTUAL PROPERTY RIGHTS CLAIMS
a. Notwithstanding any implied warranty or condition as to title or otherwise in relation to the Goods and/or Equipment supplied, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on their claimed intellectual property rights unless:
i. the Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat;
ii. the Goods and/or Equipment shall have been designed by the Seller or made to its design and in any event the Seller's liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.

25. BUSINESS TO BUSINESS SALES: END OF LIFE OBLIGATIONS (SALE OF GOODS)
a. Where the costs of complying with The Waste Electrical and Electronic Equipment Regulations 2013 (as amended from time to time) and any subordinate legislation issued under those regulations are not specifically provided for within the purchase price then, to the extent that the law permits, the responsibility for compliance with such regulations and the costs shall rest with the Buyer.
b. The Buyer shall indemnify the Seller and keep the Seller indemnified against all costs, expenses, damage or other losses incurred or suffered, demands or proceedings made against the Seller arising from a breach by the Buyer of this Clause 25.

26. LIEN (SALE OF GOODS)
a. The Seller retains a general lien on any of the Buyer’s equipment or other Goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.

27. HEALTH AND SAFETY
a. The Buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work etc. Act 1974 (as amended from time to time). The Seller will make available on written request such information or the design and construction of the Goods and Equipment as is in its possession to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.

28. DATA PROTECTION NOTICE (EQUIPMENT HIRE)
a. The Seller may transfer information about you to its financiers, in order for them to provide their services to the Seller and other customers of theirs and to help to a) obtain credit insurance; b) undertake credit control; c) undertake assessment and analysis (including credit scoring, market, product and statistical analysis); d) securitise debts and; e) protect their interests.
b. The Seller or its financiers may make credit reference agency searches in respect of your business and its principals. Please note that credit reference agencies make a record of searches that may be used to prevent fraud or money laundering or by other subscribers to make credit decisions about you.
c. The Seller or its financiers may give information about you and your indebtedness to the following for the purposes stated: a) any other divisions or associated companies of theirs - for the business purposes of such divisions or companies; b) for the benefit of insurers - to quote for and issue any credit policy or to deal with any claims; c) any advisors acting on the behalf of the Seller or its financiers - so the advisors can carry out their services; d) any business to whom your indebtedness or the financing arrangements of the Seller may be transferred - to facilitate such transfer; e) to any person to whom the Seller has a duty of disclosure or to whom the law permits disclosure.
d. The Seller or its financiers may make decisions about you solely using an automated decision making process, such as credit scoring; however, they will tell us (and in turn the Seller will tell you) if it makes a significant decision using only such a process.
e. The financiers or the Seller may monitor and/or record your telephone calls to them for training and/or security purposes.
f. The Seller shall provide you with details of its financiers on written request, including a contact telephone number from where you can obtain details of the credit reference agencies used by them and any third parties to whom information is transferred.

29. GENERAL
a. Notices – Any notice required to be given by either party to the other shall be sufficiently given if it is in Writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.
b. Waiver- The waiver by the Seller of any breach of any term shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
c. Severance – Should one Clause or Clause in the contract be determined as invalid, illegal or unenforceable, the provisions of the remainder shall not be affected and in such case the parties shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such Clause. Any amendments or deletion of the Clause shall not affect the validity and enforceability of the rest of the contract.
d. Assignment – The Buyer may not assign, transfer, mortgage, charge, subcontract delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract without prior consent of the Seller.
e. Titles – the titles of the Clauses shall not be taken into account in the construction in these conditions, with the exception of providing the context for which they apply, i.e. Sale of Goods or Equipment Hire.
f. Governing Law – These terms and all contracts subject to them shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.

9 CONTRACTS FOR WORK
If the contract is for and includes work to be done by the Seller whether of installation commissioning repair rectification or improvement, then unless the contract otherwise provides the following additional provisions shall apply thereto:
9.1 The Seller shall be obliged to carry out such work only during the Seller’s normal working hours, if the Buyer requests that overtime be worked and the Seller agrees thereto such overtime shall be paid for by the Buyer at the rate stipulated by the Seller.
9.2 If the work is to be carried out at the Buyer’s premises or on the Buyer’s request at the premises of any other person then the Buyer shall undertake to provide or to procure the provision of
9.2.1 proper and safe storage and protection of all goods, tools, plant equipment and materials on site
9.2.2 free and safe access to the site and to the place at which the work is to be carried out
9.2.3 all facilities and services necessary to enable such work to be carried out safely and expeditiously
9.2.4 (if such work includes the installation of any goods) all builders work, foundations, cutting away and making good required and the ready availability of all plan and equipment so as to permit the goods to be tested forthwith on completion of such work.
9.3 The Buyer shall pay to the Seller the amount of any expense incurred by the Seller by reason of any breach by the Buyer of its undertakings in sub-clause 9.2 above (but without prejudice to the Seller’s rights to recover further damages therefor) and a certificate of the Seller’s auditors certifying such amounts shall be conclusive and binding upon the Buyer and the Seller.
10 WARRANTY
10.1 Defects shall be notified as soon as they are discovered but in any event:-
10.1.1 In the cases of “wear parts” including nozzles, brushes, motor brushes, spark plugs, belts, hoses, wheels, seals, electrodes, fluids, plastic couplings, filters and plastic parts, not later than 28 days after the delivery of the goods to the end user, or (in the case of fixed installations of goods), their delivery, installation and commissioning for the end user.
10.1.2 In the case of items of the goods other than those listed in clause 10.1.1 hereof no later than 12 months after the delivery of the goods to the end user or (in the case of fixed installation of goods), the delivery, installation and commissioning of the goods for their end user or in the case of multishift operation of the goods (meaning operation of more than 8 hours in each 24 hour period) not later than 6 months after such delivery or commissioning.
10.2 The Seller shall make good either by repair or replacement or renewal at its option defects which under proper storage and use appear in the goods or work within the time limits set out in Sub-Clause 10.1 above and which arise solely from faulty material or workmanship provided that:-
10.2.1 such defects have not been caused by misuse, neglect, accident, improper storage installation or handling, frost damage or by repair or alteration not effected by the Seller (including the attachment or connection to the goods of any devices or accessories other than those distributed or officially recommended by the Seller) or non-compliance with the Seller’s operators’ instructions manual or the use in the operation of the goods of incorrect electrical supply voltage, contaminated water supply or unsuitable chemicals.
10.2.2 The Buyer shall pay to the Seller the reasonable cost (as certified by the Seller) of any examination of such goods as a result of which the Seller shall not be liable under the terms hereof.
10.2.3 In the event that the Buyer shall agree with the Seller that the Buyer will provide the labour necessary to carry out such repair replacement or renewal, then the Buyer shall be entitled to be paid for the said labour at a rate not exceeding the Seller’s current labour rate.
10.3 The Seller’s liability under Clause 10.2 hereof shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise however, which warranties and conditions are hereby expressly excluded.
10.4 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY STATUTE IN THE EVENT OF THE BUYER DEALING AS A “CONSUMER” AS DEFINED BY SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977. IN SUCH A CASE THE BUYER’S STATUTORY RIGHTS ARE UNAFFECTED BY THESE TERMS AND CONDITIONS.
10.5 Save as aforesaid and save in respect of death or personal injury resulting from the negligence of the Seller its Servants or Agents, the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in contract or tort (including negligence on the part of the Seller its Servants or Agents) arising out of or in connection with any defect in the goods or work or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or breach of a fundamental term thereof) of the Seller its Servants or Agents in the performance of the contract.
10.6 The Seller’s obligations contained in this Clause shall apply only to the buyer but the Buyer shall not be prevented from having recourse to them solely by reason of the Buyer selling the goods in the normal course of its business to a third party. Application for transfer to subsequent purchasers of the goods of the benefit of this warranty for its unexpired period will be considered by the Seller upon submission of a written request.
10.7 The Buyer accepts as reasonable that the Seller’s total liability for any goods or work which are defective shall be as set out in these conditions: in fixing that limit the Seller has had regard to the contract price of the goods, the nature of the goods, the use they will receive and the resources available to each party including servicing facilities and insurance cover, to meet any liability.
11 LIEN
The Seller retains a general lien on any of the Buyer’s equipment or other goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.
12 HEALTH AND SAFETY
The buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information or the design and construction of the goods as is in its possession to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.
13 INSOLVENCY AND BREACH OF CONTRACT
In the event of any breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy or upon the Buyer entering into any composition or arrangement with its creditors or passing a resolution for winding up the entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.
14 COPYRIGHT
The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.
15 BRANDING
The Buyer shall not without the prior written consent of the Seller:
15.1 save for the purposes of describing the goods use or permit to be used any of the trade marks, service marks, trade or brand names or any other intellectual property rights of the Seller including for the avoidance of doubt and without prejudice to the generality of the foregoing as or as part of the business, trading or corporate name of the Buyer; or
15.2 allow any trade mark or service mark of the Seller or other word or mark applied to the goods (or the packaging thereof) to be obliterated, obscured or omitted or any further word or mark to be added thereto.
16 PATENTS
Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods supplied hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence unless:
16.1 the Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat;
16.2 the goods shall have been designed by the Seller or made to its design and in any event the Seller’s liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.
17 BUSINESS TO BUSINESS SALES: END OF LIFE OBLIGATIONS
17.1 In the event that regulations are introduced at any time relating to the disposal, reuse or recycling of equipment, whether pursuant to Directive 2002/96/EC on waste electrical and electronic equipment or otherwise, and the costs of complying with such regulations are not specifically provided for within the purchase price then, to the extent that the law permits, the responsibility for compliance with such regulations and the costs thereof shall rest with the Buyer.
17.2 The Buyer shall indemnify the Seller and keep the Seller indemnified against all costs, expenses, damage or other losses incurred or suffered, demands or proceedings made against the Seller arising from a breach by the Buyer of this clause 17.
18 GENERAL
18.1 Notices - Any notice required to be given hereunder by either party to the other shall be sufficiently given if it is in writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.
18.2 Waiver- The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
18.3 Severance - Should one clause hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such clause.
18.4 Titles - the titles of the clauses hereof shall not be taken into account in the construction hereof.
18.5 Governing Law - Any contract in which these terms relate shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts. KAR 206