Terms & Conditions
Show Professional of 20 Pool Street, Walsall, West Midlands, WS1 2EN
OF THE FIRST PART
– AND –
See Main Document
OF THE SECOND PART
(the Owner and Hirer are collectively the “Parties”)
IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Owner leases the Equipment to the Hirer, and the Hirer leases the Equipment from the Owner on the following terms:
The following definitions are used but not otherwise defined in this Agreement:
“Casualty Value” means the market value of the Equipment at the end of the Term or when in relation to a Total Loss, the market value the Equipment would have had at the end of the Term but for the Total Loss. The Casualty Value may be less than but will not be more than the original purchase price of the Equipment.
“Equipment” means provided by show professional which has an approximate value of see above.
“Total Loss” means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment.
The Owner agrees to lease the Equipment to the Hirer, and the Hirer agrees to lease the Equipment from the Owner in accordance with the terms set out in this Agreement.
The Agreement commences on rental start date and will continue until see rental end date (the “Term”).
Rent and Deposit
The rent, inclusive of VAT, will be paid 14 business days before the beginning of rental date and will be paid each succeeding period through the Term (the “Rent”).
The Hirer will pay a deposit of £250.00 (the “Deposit”) before taking possession of the Equipment. The Owner will refund the Deposit to the Hirer at the end of the Term provided that the Hirer has performed all of the Hirer’s obligations under this Agreement.
Use of Equipment
The Hirer will use the Equipment in a good and careful manner and will comply with all of the manufacturer’s requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law.
The Hirer will use the Equipment for the purpose for which it was designed and not for any other purpose.
Unless the Hirer obtains the prior written consent of the Owner, the Hirer will not alter, modify or attach anything to the Equipment unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment.
The Equipment will be in good working order and good condition upon delivery.
The Equipment is of merchantable quality and is fit for the purposes it is ordinarily used.
Loss and Damage
To the extent permitted by law, the Hirer will be responsible for risk of loss, theft, damage or destruction to the Equipment from any and every cause.
If the Equipment is lost or damaged, the Hirer will continue paying Rent, will provide the Owner with prompt written notice of such loss or damage and will, if the Equipment is repairable, put or cause the Equipment to be put in a state of good repair, appearance and condition.
In the event of Total Loss of the Equipment, the Hirer will provide the Owner with prompt written notice of such loss and will pay to the Owner all unpaid Rent for the Term plus the Casualty Value of the Equipment, at which point ownership of the Equipment passes to the Hirer.
Ownership, Right to Lease and Quiet Enjoyment
The Equipment is the property of the Owner and will remain the property of the Owner.
The Hirer will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner.
The Owner warrants that the Owner has the right to lease the Equipment according to the terms in this Agreement.
The Owner warrants that as long as no Event of Default has occurred, the Owner will not disturb the Hirer’s quiet and peaceful possession of the Equipment or the Hirer’s unrestricted use of the Equipment for the purpose for which the Equipment was designed.
The Hirer will, during the whole of the Term and for as long as the Hirer has possession of the Equipment, take out, maintain and pay for insurance against loss of and damage to the Equipment for the full replacement value of the Equipment and will name the Owner as the loss payee.
The Hirer will, during the whole of the Term and for as long as the Hirer has possession of the Equipment, take out, maintain and pay for comprehensive general liability insurance against claims for bodily injury, including death, and property damage or loss arising out of the use of the Equipment. The insurance policy will have limits of at least £5,000,000.
The insurance will be in the joint name of the Owner and the Hirer so that both the Owner and the Hirer will be protected from liability and will provide primary and non-contributing coverage for the Owner. The insurance policy will have a provision that it will not be modified or cancelled unless the insurer provides the Owner with thirty (30) days written notice stating when such modification or cancellation will be effective.
Upon written demand by the Owner, the Hirer will provide the Owner with an original policy or certificate evidencing such insurance.
The Hirer appoints the Owner as the Hirer’s attorney-in-fact (“Attorney”) with the power to maintain the above insurance and to secure payments arising out of any insurance policy required by this Agreement. The Attorney has the power to do all acts that are necessary or desirable to secure such payments.
If the Hirer fails to maintain and pay for such insurance, the Owner may, but is not obligated to, obtain such insurance, but if the Owner does obtain such insurance, the Hirer will pay to the Owner the cost of such insurance upon notification from the Owner of the amount.
The Hirer will report and pay all taxes, fees and charges associated with the Equipment, with the use of the Equipment, and with revenues and profits arising out of the use of the Equipment, including, but not limited to, sales taxes, property taxes, and licence and registration fees. The Hirer will pay any and all penalties and interest for failure to pay any tax, fee or charge on or before the date on which the payment is due. The Hirer will pay any and all penalties and interest for failure to report required information to any taxing authority with jurisdiction over the Hirer or the Equipment. If the Hirer fails to do any of the foregoing, the Owner may, but is not obligated to, do so at the Hirer’s expense.
Notwithstanding any other provision of this Agreement, the Hirer will not be required to pay any tax, fee or charge if the Hirer is contesting the validity of same in the manner prescribed by the legislation governing the imposition of same, or in the absence of a prescribed form, in a reasonable manner. However, the Hirer will indemnify and reimburse the Owner for damages and expenses incurred by the Owner arising from or related to the Hirer’s failure to pay any tax, fee or charge, regardless of whether the Hirer is contesting the validity of the same or not.
If the Hirer fails to pay any and all taxes, fees, and charges mentioned in this Agreement and the Owner, on behalf of the Hirer, pays the same, the Hirer will reimburse the Owner for the cost upon notification from the Owner of the amount.
The Hirer will indemnify and hold harmless the Owner against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney’s fees and costs, arising out of or related to the Hirer’s use of the Equipment.
The occurrence of any one or more of the following events will constitute an event of default (“Event of Default”) under this Agreement:
The Hirer fails to pay any amount provided for in this Agreement when such amount is due or otherwise breaches the Hirer’s obligations under this Agreement.
The Hirer becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the bankruptcy law of the United Kingdom or another competent jurisdiction.
A writ of attachment or execution is levied on the Equipment and is not released or satisfied within 10 days.
On the occurrence of an Event of Default, the Owner will be entitled to pursue any one or more of the following remedies (the “Remedies”):
Declare the entire amount of the Rent for the Term immediately due and payable without notice or demand to the Hirer.
Apply the Deposit toward any amount owing to the Owner.
Commence legal proceedings to recover the Rent and other obligations accrued before and after the Event of Default.
Take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law. The Hirer waives any and all damage occasioned by such taking of possession.
Terminate this Agreement immediately upon written notice to the Hirer.
Pursue any other remedy available in law or equity.
The Hirer is entitled to the protection and remedies available to them under the Consumer Credit Act 1974.
This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement will not be binding on either Party except to the extent incorporated in this Agreement.
Address for Notice
Service of all notices under this Agreement will be delivered personally or sent by registered mail or courier to the following addresses:
Owner: Show Professional, 20 Pool Street, Walsall, West Midlands, WS1 2EN
Hirer: SEE ABOVE
All pound amounts in this agreement refer to pounds sterling, and all payments required to be paid under this Agreement will be paid in pound sterling unless the Parties agree otherwise.
Interest payable on any overdue amounts under this Agreement will be at a rate of 8.00 percent per annum or at the maximum rate allowed under applicable legislation, whichever is lower.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
This Agreement will be construed in accordance with and governed by the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.
If there is a conflict between any provision of this Agreement and the applicable legislation of England (the “Act”), the Act will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both Parties subsequent to the expungement of the invalid provision.
This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
Time is of the essence in this Agreement.
This Agreement will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each Party to this Agreement.
Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.
Notice to Hirer
NOTICE TO THE HIRER: This is a lease. You are not buying the Equipment. Do not sign this Agreement before you read it. You are entitled to a completed copy of this Agreement when you sign it.