Charges run from the day of dispatch until the day of return. Unless a daily rate has been quoted hires covering part of a week will be charged for as the next complete number of weeks, the minimum charge period being one week. The customer shall be responsible for replacing all lamps in hired equipment except those whose electrical failure occurred under normal working conditions and ShowBitz Limited (hereinafter called “the Sellers”) will only accept responsibility for free replacements when such failed lamps are returned for inspection.
Delivery & Collection
Charges for delivery and collection will be made based upon the method of transport used.
CONDITIONS OF SALE & HIRE
- a. Contracts are made and orders are accepted only upon and subject to these Standard Terms and Conditions of Sale. All other conditions are hereby excluded unless expressly accepted in writing by the Sellers
- b. This contract contains the entire bargain between the Sellers and the Buyer and in the case of any inconsistency between these terms and conditions and the terms and conditions of any other contract documents sent by the buyer to the Sellers (whatever their respective dates) in respect of the goods, these terms and conditions shall prevail.
- c. All orders and contracts made with the Sellers shall be in writing. Any person entering into a contract with the Sellers for the transfer of goods, (hereinafter called “the Buyer”) acknowledges that the contract has not been induced by any representations orally or in writing made by the Sellers, their servants or agents.
- d. No quotation, estimate or tender given or made by the Sellers shall form an offer capable of acceptance by the Buyer. A binding contract for sale shall only be created upon the acceptance in writing by the Sellers of the Buyer’s order or other offer to purchase.
- e. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Sellers shall be subject to correction without any liability on the part of the Sellers.
- f. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Sellers shall be subject to correction without any liability on the part of the Sellers.
- g. Any concession or waiver made by the Sellers at any time shall not prejudice the exercise of its rights hereunder.
- h. The Buyer is deemed to have satisfied himself that the goods are suitable for the purpose and capable of performing the function and use to which it is intended to put them.
- i. The Sellers reserve the right to correct any clerical errors made by its employees at any time.
- j. Each of the clauses of these terms and conditions and every part hereof shall be separate and severable to the extent that if one clause or one part thereof shall be unenforceable the other clauses and other parts of the clause respectively shall be effective.
- a. Unless expressly stated otherwise in any quotation issued by the Sellers to the Buyer, all prices quoted are ex works and exclude the cost of special packing. Any applicable value added tax or any other sales tax or excise duties paid or payable by the Sellers shall be added to the price and shall be payable by the Buyer.
- b. Firm price quotations are valid for a period of 30 days from the date of quotation unless otherwise agreed . The Sellers may, at their absolute discretion, accept or reject any order placed by the Buyer without assigning any reason for such refusal.
- c. In the event of the Buyer cancelling a part of the order in accordance with the provisions of clause 13, the Sellers reserve the right to revise the price or prices quoted for goods already delivered.
- d. No deduction shall be made by the Buyer from the payment due under this contract unless otherwise agreed in writing between the parties.
- e. The Buyer shall not be entitled to withhold or set off payments for any reason whatsoever.
- f. The price of the goods is based on the current price of materials, labour, transport and other prime costs of the Sellers and if the same shall increase up to the date of the order the Sellers reserve the right to increase the price to reflect any increases in such costs.
3. Conditions & Warranties
- a. Where samples of goods or colour chart are provided, these are submitted only as indicative of the class, size or colour of goods quoted for and sales of goods shall not be by reference to any such samples or colour chart.
- b. Whilst all descriptions and illustrations of the goods in the (inter alia) catalogues, brochures and price lists provided by the Sellers have been carefully prepared, they are intended nevertheless for general guidance only and do not form part of any contract for sale of goods and no responsibility is accepted for any errors or omissions therein or for any loss or damage resulting from reliance on such descriptions and illustrations.
- c. All goods are sold subject to the specifications and warranties issued by the manufacturer and the Sellers responsibilities for the malfunction or failure to meet performance standards of goods shall be limited in accordance with such specifications and warranties. The Sellers shall not in any circumstances be liable, whether in contract or in delict, to the Buyer for any indirect or consequential loss or damage (including without limitation, loss of profits, loss of contracts or damage to property) or for any claim against the Buyer by any third party and any liability of the Sellers shall not exceed the value of the goods so supplied.
- d. All conditions, warranties, terms and obligations, whether expressed or implied by statute, common law, custom or otherwise are excluded to the fullest effect permitted by law.
- e. Where the Sellers agree to provide a drawing, the Buyer agrees that he is obliged to check the accuracy and suitability of the drawing and that the Sellers shall not be liable for any omissions or inaccuracies in the measurements given. Any drawing produced by the Sellers is, and remains, the Sellers property and may not be reproduced in whole or in part without written consent.
- f. If the Buyer claims or detects a defect in the goods, the Buyer will either return those goods to the Sellers or, if the goods are retained by the Buyer, indemnify and keep the Seller indemnified against all liability and claims which may arise out of or incidental to the defect.
4. Delivery by the Sellers
- a. Any dates quoted for delivery of the goods are approximate only and the Sellers shall not be liable for any delay in delivery of the goods however caused. Any time or date for delivery shall not be of the essence unless previously expressly agreed by the Sellers in writing.
- b. Where goods are offered for delivery to a site, the Sellers obligation is to deliver as near to the site as safe hard roads permit. The Buyer is to provide at its own expense the plant and labour required for unloading and stacking.
- c. The Sellers reserve the right to deliver goods by instalments of such quantities and at such intervals as it may decide and in such event each instalment shall be treated as a separate contract and may be invoiced separately. The delivery of further instalments may be withheld until goods contained in earlier instalments have been paid for in full.
- d. Where goods are held by the Sellers awaiting delivery instructions, they may be subject to a storage charge. For account holding customers, payment for these goods must be made on or before the last day of the month following the month of the invoice; for non account holding customers payment must be at time of ordering.
- e. The Buyer is responsible for arranging prompt unloading of the transport at the final destination. Any additional costs incurred due to delays in discharging transport are for the Buyer’s account, except insofar as they are caused by transport arriving at times notified to the Sellers prior to dispatch as unsuitable for unloading.
5. Collection by Buyer
- a. Where the goods are being collected by the Buyer from the Sellers premises, this may be done during normal working hours after the Sellers have notified the Buyer that the goods are ready for collection or, if some other place for collection is nominated by the Sellers, by the Sellers delivering the goods to that place.
- b. If the Buyer fails to take delivery of the goods within 5 working days, then, without prejudice to any other right or remedy available to the Sellers, the Sellers may:
- i. Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- ii. Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.
6. Damage, Loss, Short Delivery
- a. On delivery, the Buyer shall examine the goods for defects and completeness. Thereafter no claim for defects, damage in transit, for shortage in delivery or for loss of goods will be entertained unless, in the case of damage, a separate notice in writing is given to the carriers or to the Sellers within three days of the receipt of the goods, followed within 14 days of the date of dispatch by a complete claim in writing; or, in the case of loss of goods, a separate notice in writing and a claim is given to the Sellers and carriers within 14 days of the date of the Sellers dispatch to the Buyer.
- b. The Sellers liability for damage or non-delivery of goods duly notified in accordance with the above shall in any event be limited to the replacement of the goods within a reasonable time (or, at the Sellers option, refunding the price thereof) whether the damage or non-delivery is due to the Sellers negligence or otherwise.
Whilst every endeavour will be made to supply goods for Sale or hire as ordered, the Sellers reserve the right but at no extra charge to the Buyer to substitute materials and fitments or other goods of any nature of the same suitability as those contained in the contract specification if at any time in the opinion of the Sellers it is necessary to do so.
The following conditions apply to contracts where the Sellers carry out the temporary or permanent installation of equipment.
- a. The price quoted is based on work being carried out in one visit to the site unless otherwise agreed. Should additional visits be required for any reason whatsoever outwith the Sellers control then additional charges will be incurred and be charged to the Buyer’s account.
- b. If, in the opinion of the Sellers, working outwith the hours of 8.00am to 4.30pm is required for the efficient execution of the work then the Sellers shall be permitted to work overtime and no costs incurred in keeping premises open shall be chargeable to the Sellers.
- c. The Sellers will not carry out any building work and redecoration is not included in any quotation.
- d. The Buyer shall provide suitable secure accommodation on site for the storage of materials to be incorporated in the works. The storage facilities should be clean, dry and kept at a temperature above freezing and below 30° C.
- e. The Buyer shall provide power for small hand tools and working lights. The Buyer shall have the main power supply available and connected prior to the time set for the Sellers to test and commission the equipment,
- f. All works by other trades which affects the Sellers works such as the construction of a control room must be completed before the Sellers start their works.
- g. The Buyer shall notify the Sellers in writing of any special precautions that must be taken with floor finishes, wall treatments etc. and the Sellers will not be responsible for any damage caused howsoever to any surface or item unless they have been given prior written notice of such special precautions to be taken.
- h. The Buyer shall advise the Sellers in writing of any special provisions in the Buyers Health & Safety Policy and a copy of the policy shall be provided if requested.
- i. It is the Buyers responsibility to ensure that if the Sellers are to attach any equipment to the Buyers building then the structure is capable of supporting the equipment.
9. Credit Agreements
- a. Where the Sellers have granted the Buyer a credit facility the price for the goods and/or service shall be paid by the Buyer on or before 10 working days after the goods are invoiced (‘the due date’) or, if the Sellers shall so require under clause (b) of this clause, to be paid on demand without any period of notice.
- b. The Sellers reserve the right to withdraw or vary credit facilities at any time by summary written notice to the Buyer without either giving reason for so doing, or thereby incurring any liability to the Buyer.
- c. If the Buyer takes goods from the Sellers in excess of the Buyer’s credit limit, the Sellers may require payment on delivery for such excess of goods.
10. Late Payment
- a. When payment of any of the Sellers invoices is overdue, the Sellers may suspend its performance of the contracts to which the invoice relates and/or of any other contract then subsisting between the Sellers and the Buyer.
- b. In the event of legal action being taken by the Sellers against the Buyer for breach of payment obligations hereunder, the Buyer shall be responsible for all costs and disbursements incurred by the Sellers on a full indemnity basis.
11. Risk & Liability
- a. Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the goods, the time when the Sellers have tendered delivery of the goods. For the purpose of this clause, ‘delivery’ shall include the arrival of the goods at the place of delivery of the Buyer where delivery is by the Sellers, or the safe loading of the goods into the Buyers vehicles at the Sellers premises or such other place as may be nominated by the Sellers in accordance with clause 5(a) above, where delivery is through collection by the Buyer.
- b. The customer shall be responsible for all losses, claims and proceedings arising in any manner whatsoever out of the customers possession or use of hired equipment and shall indemnify the Seller against all such liability.
- c. During the period of hire the customer shall be liable for any loss or damage to the equipment and shall be responsible for returning it to the Seller in the same condition and state in which it was issued.
- d. The Sellers will pass to the buyer to the extent that they are able, any benefits obtainable under any warranty given by the Sellers supplier provided that the goods have been accepted and paid for by the Buyer.
- e. The Sellers accept no liability under paragraph (d) above for :
i. failure by the Buyer to follow the manufacturers or the Sellers instructions for the operation or use of the goods or equipment
ii. where in the sole judgement of the of the Sellers, goods or equipment have been subject to mis-use, neglect, accident or alteration (unless authorised by the Sellers) or
iii. the goods or equipment have been installed in association with equipment that was mechanically or electrically deficient.
12. Retention of Title
- f. Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, the property in the goods shall not pass to the Buyer until the Sellers have received in cash (or cleared funds) payment in full of the price of the goods and all other goods agreed to be sold by the Sellers to the Buyer for which payment is then due.
- g. Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Sellers fiduciary agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. The Buyer will indemnify the Sellers against any damages, claims, expenses, or other costs which may arise as a result of the Buyer’s failure to observe such condition. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Sellers for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
- h. Until such time as the property in the goods passes to the buyer (and provided the goods are still in existence and have not been resold), the Sellers shall be entitled at any time to require the buyer to deliver up the goods to the Sellers and, if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the goods are stored and repossess the goods.
- i. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Sellers, but if the Buyer does so, all monies owing by the Buyer to the Sellers shall (without prejudice to any other right or remedy of the Sellers) forthwith become due and payable.
- j. If the goods are sold by the Buyer to a third party before payment in full of all sums due from the Buyer to the Sellers has been made in accordance with sub-clauses (a), (b) and (c) above, then all rights of the Buyer against the third party in respect thereof shall be and be deemed to be assigned to the Sellers.
13. Customer Cancellation of Orders
Contracts and orders and parts thereof may be cancelled only by the Buyer notifying the Sellers in writing of its desire to cancel the contract and/or order and the Sellers giving written acceptance of such cancellation. Where the Sellers accept such cancellation, the Sellers reserve the right to charge the Buyer with the amount of any losses or expenses directly or indirectly resulting from such cancellation. Where the Sellers do not accept such cancellation, they, the Sellers reserve the right to recover the invoice price from the Buyer and to charge the Buyer with additional losses both direct and indirect resulting from such cancellation. In any case where the Sellers were required to place a deposit with a manufacturer or supplier in respect of an order, the Sellers may require the Buyer to reimburse such sum in the event of a cancellation.
The Seller reserves the right to sub-contract and assign its services at its discretion and without prior notice to the customer.
The obtaining of any necessary consents for the installation of the goods, whether from local or other authorities or for ensuring that the installation of the goods is in accordance with the provisions of any by-laws, regulations or statutes shall be the responsibility of the Buyer.
16. Force Majure
The Sellers shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Sellers obligations in relation to the goods, if the delay or failure was due to any cause beyond the Sellers reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Sellers control:
- a. act of God, explosion, flood, tempest, fire, accident, unfavourable weather conditions, flooding or other natural calamities;
- b. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- c. acts, restrictions, regulations or embargoes;
- d. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Sellers or of a third party);
- e. any decision or action by any government authority or institution which prevents, impedes or delays fulfilment by a party of its contractual obligations under the contract;
- f. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- g. power failure or breakdown in machinery.
The Sellers shall have the right to terminate the contract forthwith where the Buyer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) or commits a continuing or material breach of any of the provisions of the contract and, in the case of such a breach which is capable of remedy, fails to remedy the same within 3 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied. In any of which cases the Sellers shall have no further obligation hereunder and the price for all goods delivered and work done shall become immediately due and payable. A breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that performance is within a reasonable time).
18. Law Applicable
These terms and conditions of business shall be governed in all respects by the laws of England and the customer by acceptance hereof waives the jurisdiction of any courts other than the courts of England which shall have sole jurisdiction to determine any matters or disputes arising out of any contracts to which these terms and conditions apply.