1. DEFINITIONS In these Conditions “this Agreement” means the agreement between the Company and the Customer consisting of the terms overleaf and these Conditions of Supply; “Balance” means the difference between the Deposit and the Total Charge; “the Company” means Meridian Marquees Ltd and Temp Structures, whose registered off is C/O The Head Partnership, Chalfont Way, Lower Earley, Reading, RG6 5SY; “the Customer” means the individual, company or organisation so described overleaf; “Date” means the event date (if any) specified overleaf or if no date is specified the date on which the Equipment is first required; “Deposit” means the deposit (if any) specified overleaf; “Equipment” means the goods (if any) described overleaf to be hired to the Customer, together with any ancillary items and items necessary for their use; “the Event” means the event or events for which the Equipment, Services and Goods are to be hired and sold; “Goods” means the food, drink or other goods (if any) described overleaf to be sold to the Customer (whether under a contract of sale or for work and materials); “Instalments” means the instalments of payment (if any) specified overleaf; “Period of Hire” means the period of hire of the Equipment specified overleaf and any extensions agreed between the parties; “Services” means the services (if any) described overleaf; “Site” means the delivery address specified overleaf; and “Total Charge” means the total amount payable by the Customer, including insurance and VAT, as set out overleaf. 2. INCORPORATION OF THESE CONDITIONS Unless otherwise expressly agreed in writing by the Company these Conditions override any terms or conditions stipulated or referred to by the Customer. These Conditions and the terms overleaf embody the entire understanding of the parties and supersede any prior promises, representations, understandings or implications. No variation of these Conditions will be effective against the Company unless expressly agreed in writing and signed by a duly authorised representative of the Company on its behalf. 3. AGREEMENT TO SUPPLY 3.1 The Company agrees to hire the Equipment to the Customer for the Period of Hire, and to supply the Services and sell the Goods to the Customer at the Site on the Date subject to and in accordance with these Conditions. The Equipment will at all times remain the property of the Company or its sub-contractors. 3.2 Unless the dimensions or other specifications of the Equipment are expressed overleaf to be critical, the Company may substitute items of broadly equivalent dimensions and specifications. 4. DELIVERY OF EQUIPMENT 4.1 The Company will deliver the Equipment and if necessary install it at the Site on a date to be agreed between the parties on or sufficiently in advance of the Date. A representative of the Customer must be present at the Site at the time of delivery to show where the Equipment is to be installed. The time of delivery will be agreed between the parties and at delivery the Customer must ensure that the Site is fully accessible to the Company and clear and ready for the instalment of the Equipment. 4.2 The Customer will, if requested, allow the Company to inspect the Site before delivery of the Equipment, and will disclose to the Company the location of any drains, pipes, cables or other similar things which may affect or be affected by the installation of the Equipment. From the date of this Agreement until the end of the Period of Hire the Customer will not make any alterations to the Site which may affect the Company’s performance of its obligations under this Agreement. 4.3 Unless otherwise specified overleaf the Company will not be obliged to put up, arrange or dismantle tables, chairs or similar items. 5. PAYMENT 5.1 The Customer will pay the Company the Deposit on signature of this Agreement. 5.2 The Customer will pay the Balance by means of the Instalments, or if no Instalments on the date of completion of the delivery of the Equipment, or if no Equipment the first date of supply of the Goods or Services at the Site. 5.3 The Company reserves the right to increase the Total Charge at any time by written notice to the Customer to cover any unexpected or unforeseen costs incurred by the Company for preparation of the Site or installation of the Equipment. Any such increase will not exceed 10% of the Total Charge. 5.4 The Total Charge does not include the services of any employee of the Company other than to the extent expressly set out overleaf. Any additional services that the Company agrees to provide will be charged for at a rate agreed between the parties. 5.5 Where the Company has agreed to charge the Customer only for those amounts of consumable Goods that are consumed by the Customer and its guests, the Customer will accept the word of the Company’s or its subcontractor’s representative as to what such amounts are and the Customer will be charged accordingly. In all other cases the Customer will be charged for all Equipment, Goods and Services ordered, whether or not used. 5.6 Unless the Customer has arranged its own insurance to an equivalent level of cover and has provided satisfactory evidence thereof to the Company, there will be included in the Total Charge a charge to cover the Company’s costs of insurance against loss of or damage to the Equipment (subject to an excess of £1000) and cancellation or abandonment of the Event. The Company’s insurance does not cover risks associated with the weather or the non-appearance of any performer or special guest. Nor does it cover any public liability of the Customer. Additional insurance for these risks can be arranged where required. Full details of the cover provided by the Company’s insurance can be provided on request. 5.7 If on inspection by the Company on or after collection the Equipment is missing or is not in the same condition as when delivered to the Customer, then, to the extent that such loss or damage is not fully covered by the Company’s insurance policies, the Customer will pay to the Company such amounts as are necessary to repair any damage or deterioration (other than fair wear and tear) and to replace any Equipment which is missing or which the Company determines to be damaged beyond economic repair. 5.8 The Company reserves the right to charge interest on any overdue amounts from the due date until payment in full is received by the Company (whether before or after judgment), calculated on a daily basis and at a rate equal to 4% per annum above Lloyds Bank plc base rate in force from time to time. 6. OBLIGATIONS OF THE CUSTOMER 6.1 During the Period of Hire, the Customer will: (a) permit the Company or any person authorised by it at all reasonable times access to inspect, test, repair or, if necessary, replace the Equipment, and where the Site is not within the control of the Customer the Customer will use his best endeavours to ensure that such access is made available to the Company; (b) take all reasonable steps to protect the Equipment against loss or damage; (c) ensure that the Equipment is used safely and without risk to health, operated by suitably competent persons and that every such person is in possession of instructional material (if any) supplied by the Company; (d) ensure that the Equipment is not used for any purpose for which it is not designed or reasonably suitable; (e) not move the Equipment from the Site without the Company’s prior written consent; (f) except with the Company’s prior written consent, not sell, sub-let, encumber, part with possession of or otherwise deal with the Equipment, or allow any lien to be created on it; and (g) whenever it is snowing at the Site maintain the interior of any marquees hired to the Customer at a minimum temperature of 12°C. 6.2 The Customer will notify the Company immediately: (a) if the Equipment breaks down or is damaged (and the Customer will not be permitted to undertake or attempt any repair); and (b) if any person or animal is injured or any property damaged by the Equipment and will in either case (if so requested by the Company) return the Equipment to the Company's premises for examination. 6.3 The Customer will ensure that all necessary permissions and consents have been obtained in relation to the Event and the Company will not be liable for any losses or delays suffered by the Customer as a result of such permissions or consents not being obtained. 6.4 Unless otherwise agreed the Customer is responsible for providing a suitable power supply to within 15 metres of those items of Equipment needing it, and is responsible for the adequacy and reliability of that supply. The Customer will pay for any electricity consumed by the Equipment. 6.5 The Company will collect the Equipment from the Site on a date to be specified by the Company. Before collection of the Equipment from the Site by the Company, the Customer will ensure that the Equipment is in a reasonable state of cleanliness, and if in the reasonable opinion of the Company the Customer has failed to do so, the Company reserves the right to make an additional cleaning charge. 6.6 Where so instructed by the Company, the Customer will carry out essential routine maintenance of the Equipment during the Period of Hire including, without limitation, ensuring that levels of coolant and lubricant are at all times satisfactory. 6.7 If in the reasonable opinion of the Company the Site is unsuitable for the moving or placing of the Equipment, the Customer will at its own expense supply and lay suitable timbers or other material in a suitable position for such purpose or otherwise take appropriate measures to level the Site. The Company will not be liable for any costs or expenses incurred in moving, placing or recovering any item of Equipment from unsuitable sites. 1.Save where caused by the Company’s negligence the Customer will be responsible for making good any damage caused to the Site or its access roads by the installation of the Equipment, the sale of the Goods or the supply of the Services by the Company under this Agreement.
7. CATERING SERVICES Where the Services include the provision of catering services: (a) the Customer will notify the Company’s head office at the address shown overleaf of the number of covers to be provided at least ten clear working days prior to the Date; (b) where the number of covers confirmed varies significantly from that set out overleaf the Company reserves the right to amend the Total Charge accordingly; (c) the Company will use all reasonable endeavours to accommodate any additional covers notified to it after receipt of such confirmation, and reserves the right to make additional charges for providing such extra covers; (d) no refunds will be made to the Customer for any reduction in the number of covers notified to it after such confirmation. 8. TERMINATION 8.1 Either party may terminate this Agreement forthwith by written notice to the other if the other is in material breach of this Agreement and, where the breach is remediable, has not remedied it within 7 days of notice from the other party specifying the breach and requiring its remedy. 8.2 Either party may terminate this Agreement forthwith by written notice to the other if the other is adjudged bankrupt or petitions for his own bankruptcy, or has a receiver, administrative receiver or administrator appointed over all or any of its assets or undertaking or, other than for the purposes of a solvent amalgamation or reconstruction, enters into liquidation, enters into any composition or arrangement with or for the benefit of its creditors or ceases to carry on business. 1. If the Customer terminates this Agreement at any time before the Date other than as permitted under clauses 8.1 or 8.2 the Company will have the right, without prejudice to any other remedy it may have, to require the Customer to pay the following sums, which the Customer acknowledges represent a genuine pre-estimate of the loss that would be suffered by the Company as a result of such termination:
(a) for termination 28 or more days prior to the Date, 50% of the Total Charge; (b) for termination between 7 and 28 days prior to the Date, 75% of the Total Charge; and (c) for termination within 7 days of the Date, 100% of the Total Charge; 8.4 On termination of this Agreement, however caused, the Company will have the right, without prejudice to any other remedy it may have, to enter the Site, or any other place where the Company reasonably believes any of the Equipment is located, for the purpose of repossessing it. 9. EXCLUSIONS OF LIABILITY 9.1 Nothing in these Conditions of Supply excludes or limits the Company’s liability for death or personal injury resulting from negligence or for fraudulent misrepresentation. Nothing in these Conditions of Supply excludes or limits the incorporation in this Agreement of, or the Company’s liability for any breach of, any of the terms implied by Section 12 of the Sale of Goods Act 1979 (“SOGA”) or Section 2 of the Supply of Goods and Services Act 1982 (“SOGSA”), or any enactments amending, replacing, consolidating or re-enacting such provisions. 9.2 The Company warrants that Goods and Equipment sold or supplied by it directly will be of satisfactory quality and reasonably fit for their purpose during the Period of Hire and that Services supplied by the Company’s employees will be provided with reasonable care and skill. Where the sale or supply of Goods or Equipment or the supply of Services is subcontracted to third party suppliers, the Company will take reasonable care in its selection of such suppliers, but gives no warranty as to the Goods, Equipment or Services supplied by those suppliers. Subject to the foregoing and to clause 9.1 all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. 9.3 Subject to clauses 9.1 and 9.2 the Company’s liability to the Customer for damage to property caused by its negligence or that of its employees (acting in the course of their employment), agents or sub-contractors is limited to £5 million. 9.4 Subject to clauses 9.1, 9.2 and 9.3 the Company’s liability to the Customer for any misrepresentation, breach of contract, tort or otherwise arising is limited to an amount equal to the Total Charge. 9.5 Subject to clauses 9.1 and 9.2, the Company will not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of revenue, business or profits, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement. 9.6 If clauses 9.4 or 9.5 are held to be void or unenforceable, subject to clauses 9.1 and 9.2 the Company’s total liability described in clauses 9.4 and 9.5 will not in any event exceed £2 million. 9.7 Where the Company provides cloakroom facilities or other services in which items belonging to the Customer’s guests are deposited with the Customer, the Company will not be responsible for any loss of or damage to such items except where such loss or damage is caused by the intentional or negligent acts or omissions of the Company or any of its employees or sub-contractors. 1. The Company will not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the supply of the Services or the sale of the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control, including strikes, lock-outs or other industrial action or trade disputes.
10. GENERAL 10.1 The Customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement. 10.2 The rights of either party will not be prejudiced or restricted by any indulgence or forbearance extended to the other party, and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach. 10.3 If any provision of this Agreement is found by a court or other competent authority to be void or unenforceable it will be deemed to be deleted from this Agreement and the remainder of this Agreement will continue in full force and effect. 1. Where the Customer comprises more than one natural or legal person their liability will be joint and several.
11. MEDIATION If any dispute arises out of this Agreement the parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. To initiate a mediation either party must give notice in writing ("the ADR Notice") to the other requesting a mediation. The mediation will start not later than 30 days after the date of the ADR Notice. Either party which begins court proceedings must serve an ADR Notice on the other within 3 days, or as soon as an order for interim relief has been made, whichever is later.
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