LCR Terms and Conditions of Hire

1. DEFINITIONS AND INTERPRETATION

1.1. In these Conditions, the following definitions apply:
“Applicable Laws” means all applicable laws, statutes, regulations and codes from time to time in force.
“Conditions” means these terms and conditions as amended from time-to-time in accordance with clause 19.3.
“Contract” means the contract between LCR and the Hirer for the hire of Equipment, formed in accordance with clause 2.
“Deposit” any deposit that the Hirer shall be required to pay to LCR in connection with its hire of the Equipment, as stated within the Payment Schedule.
“Dispatch” means the Equipment leaving LCR’s premises.
“Dispatch Date” means the date on which the parties have agreed that Dispatch will take place.
“Equipment” means the equipment (including, to where applicable, any spare parts) described in the Quotation.
“Force Majeure Event” means events, circumstances or causes beyond a party’s reasonable control including but not limited to, Acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical, biological contamination or sonic boom, epidemic or pandemic, any law or any action taken by a Government or a public authority including without limitation imposing an export or import restriction, quota or prohibition, and the collapse of buildings, fire, explosion or accident and in the case of LCR a failure of its suppliers or subcontractors.
“Hire Charges” means the charges payable by the Hirer to LCR for the hire of Equipment, as particularised further in the Payment Schedule (or otherwise as notified by LCR to the Hirer).
“Hire Period” means the period of hire of the Equipment, which shall be determined in accordance with clause 4.
“Hirer” means the business to which LCR wises to provide the Equipment and which wishes to enter into a Contract with LCR.
“LCR” means:
1.1.1. Lights Control Rigging Limited, a company incorporated in England and Wales under company number 09347912 and whose registered office is at LCR’s Premises; or
1.1.2. Lights Control Rigging Productions Limited, a company incorporated in England and Wales under company number 10141271 and whose registered office is at LCR’s Premises; or
1.1.3. such other legal entity that is specified in the Quotation.
“LCR’s Premises” means Unit C, Tower business park, Commercial Rd, Darwen BB3 0FJ or other such address that is notified to the Hirer in writing.
“Loss” means actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.
“Order” means the Hirer’s purchase order (in whatever written or oral form this may be, and which shall for the avoidance of doubt include email) for the hire of the Equipment, raised in response to the Quotation and in accordance with clause 2 below.
“Order Period” has the meaning given to it in clause 2.2.
“Order Confirmation” means LCR’s written acceptance of the Order, raised in accordance with clause 2.5.2.
“Payment Schedule” means the payment schedule contained in the Quotation (or which is otherwise provided to the Hirer in accordance with the Quotation and in writing in advance of the Order being raised), which sets out the stages in which the Hire Charges shall be payable.
“Quotation” means LCR’s quotation or proposal (written or oral) to provide the Equipment to the Hirer in accordance with these Conditions and which includes the Special Conditions (if any).
“Recommendations” has the meaning given to it in clause 7.4.1.3.
“Site” means the premises or site(s) specified by the Hirer where the Equipment is to be used.
“Special Conditions” means any special conditions contained in the Quotation or otherwise as notified to the Hirer in writing by LCR.
“Supplied Personnel” means the personnel supplied by LCR to the Hirer for the purposes connected with the Contract (in particular, in connection with clause 6 of these Conditions), as set out within the Quotation or otherwise in accordance with these Conditions.
“Works” means any works and/or services to be provided by LCR to the Hirer in connection with the hire of the Equipment, as specified further within the Quotation.
1.2. The following rules of interpretation apply in these Conditions:
1.2.1. clause headings in these Conditions are for ease of reference only and shall not affect the interpretation of these Conditions;
1.2.2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.3. a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.4. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
1.2.5. a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provisions; and
1.2.6. a reference to writing includes email, but not fax.

2. CONTRACT FORMATION

2.1. These Conditions shall apply to the Contract to the exclusion of any other terms that the Hirer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Any Quotation that is issued by LCR shall remain valid for a period of ten (10) Business Days from the date specified on it (Order Period) and if the Hirer accepts the position set out in the Quotation then it shall be required to raise an Order within the Order Period.
2.3. The Order constitutes an offer by the Hirer to enter into a Contract in accordance with these Conditions and shall not incorporate any other terms and conditions beyond those set out in the Contract.
2.4. The Hirer is responsible for ensuring that the terms of the Quotation and the Order and any applicable specification (as notified by LCR to the Hirer) are complete and accurate and by raising an Order warrants that this is the case.
2.5. LCR may reject the Order at its absolute discretion and for any reason whatsoever and the Order shall only be deemed to be accepted at the earlier of when LCR:
2.5.1. despatches the Equipment; or
2.5.2. issues an Order Confirmation,
at which point the Contract shall come into existence.
2.6. Any samples, specifications, drawings, descriptive matter or advertising produced by LCR and any descriptions, colours, particulars of weights and dimensions or illustrations contained in any promotional literature are produced for the sole purpose of giving an approximate idea of the Equipment. They shall not form part of the Contract or have any contractual force.
2.7. Any advice or recommendation given by LCR or its employees or agents to the Hirer or its employees or agents as to the storage, application, installation or use of the Equipment which is not confirmed in writing by LCR is followed or acted upon entirely at the Hirer’s own risk and, accordingly, LCR shall have no responsibility for such advice or recommendation unless the Hirer has separately contracted for such services with LCR directly.

3. HIRE OF EQUIPMENT

3.1. LCR shall hire to the Hirer the Equipment for the Hire Period in consideration for the Hirer’s payment of the Hire Charges (with such Hire Charges to be paid in accordance with clause 5).
3.2. LCR shall not, other than in the exercise of its rights under the Contract or Applicable Laws, interfere with the Hirer’s quiet possession of the Equipment.

4. HIRE PERIOD

4.1. The Hire Period shall commence on the Dispatch Date and shall, unless otherwise terminated in accordance with clause 16, continue for the period specified in the Quotation.
4.2. Where the Hirer is to collect the Equipment from LCR’s Premises, it shall return the Equipment to LCR’s Premises at the end of the Hire Period.
4.3. Where LCR has agreed to deliver (in accordance with clause 6) or collect the Equipment from the Hirer, LCR shall charge its standard delivery and/or collection (as the case may be) cost from time-to-time, as confirmed in advance of Dispatch.
4.4. Should the Hirer require the Equipment beyond the Hire Period, it must apply to LCR for such an extension in writing. If the extension is accepted by LCR, the Hirer must signify its agreement to a new Quotation which shall form a new Contract stating the applicable extension terms. Given the nature of the Equipment and that LCR enters into contracts for the supply of such Equipment with third parties in advance of specified events taking place, LCR shall have no obligation to accept any application made by the Hirer under this clause 4.4.
4.5. The Hirer acknowledges that if the Equipment is not made available by the Hirer for collection by LCR or returned by the Hirer to LCR’s Premises (as agreed previously between the parties) at the end of the Hire Period, LCR may suffer or incur significant Losses as a consequence. In such circumstances, the Hirer shall indemnify LCR, keep LCR indemnified and hold LCR harmless in respect of any and all Losses suffered or incurred by LCR as a result of such late delivery or collection, and Losses for the purpose of this clause 4.5 shall include any direct, indirect or consequential Losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses).

5. HIRE PAYMENTS AND DEPOSIT

5.1. The Hirer shall pay the Hire Charges to LCR in accordance with the Payment Schedule and in pounds sterling to the bank account nominated in writing by LCR.
5.2. LCR may, by giving notice to the Hirer at any time up to five (5) Business Days before Dispatch, increase the Hire Charges to reflect any increase in price that is due to:
5.2.1. any factor beyond LCR’s control (including the occurrence of a Force Majeure Event, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
5.2.2. any request by the Hirer to change the delivery date(s), quantities or types of Equipment ordered, or any applicable specification; or
5.2.3. any delay caused by any instructions of the Hirer or failure of the Hirer to give LCR adequate or accurate information or instructions,
provided that upon receipt of such notice the Hirer shall be afforded with the opportunity to reject the change and cancel the Contract without liability to LCR, provided that it notifies LCR in advance of the applicable period referred to above in this clause.
5.3. Save where clause 5.2 applies, the quantities or types of Equipment subject to the Order shall not be increased or decreased without the written consent of LCR. Where the Hirer requests that the quantity of the Equipment subject to the Order be decreased and such is accepted by LCR, the Hirer acknowledges that it shall only benefit from a pro-rata deduction of the Hire Charges in respect of such Equipment where LCR is able to otherwise hire that Equipment to a third party instead of the Hirer.
5.4. The Deposit is a deposit against default by the Hirer of payment of any of the Hire Charges or any loss of or damage caused to the Equipment. The Hirer shall, on the Commencement Date, pay the Deposit to LCR. If the Hirer fails to make payment of any Hire Charges in accordance with the Payment Schedule, or causes any loss or damage to the Equipment (in whole or in part), LCR shall be entitled to apply the Deposit against such default, loss or damage. The Hirer shall pay to LCR any sums deducted from the Deposit within ten Business Days of a demand for the same. The Deposit (or balance of the Deposit) shall be refundable within 10 Business Days of the end of the Rental Period.
5.5. The Hirer shall pay to LCR any packing and delivery charges as specified in the Quotation or otherwise as notified to the Hirer in writing.
5.6. The Hire Charges (and, where applicable, all payments in respect of packing and delivery charges) are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
5.7. All amounts due by the Hirer to LCR under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.8. If the Hirer fails to make a payment due to LCR under the Contract by the due date for payment, then, without limiting LCR’s remedies under clause 16, the Hirer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

6. DELIVERY AND COLLECTION

6.1. LCR shall use reasonable endeavours to effect delivery of the Equipment by any agreed Dispatch Date but for the avoidance of doubt time for Dispatch (and consequently, arrival) is not of the essence and LCR shall not be liable to the Hirer in the event of any delay (including any delayed caused by the occurrence of a Force Majeure Event). In the event that LCR becomes aware of any delay in Dispatch of the Equipment, it shall notify the Hirer of such.
6.2. Where LCR is to deliver the Equipment to the Site, the Hirer warrants and undertakes that LCR (or LCR’s instructed carrier) shall have full, safe and unobstructed access to, movement around and egress from the Site for the purposes of delivering the Equipment.
6.3. Unless otherwise agreed in writing, the Hirer is solely responsible for the unloading and loading of the Equipment at the Site on delivery and collection. Any Supplied Personnel for the purposes of unloading and loading of the Equipment shall be deemed to be under the direction, control and supervision of the Hirer. Such Supplied Personnel shall, for all purposes in connection with their employment in the unloading and/or loading of the Equipment, be regarded as the servants or agents of the Hirer (but without prejudice to any of the provisions of clause 11) who shall be solely responsible for all claims arising in connection with unloading and/or loading of the Equipment by, or with the assistance of, such Supplied Personnel.
6.4. Where the Hirer wishes to collect the Equipment from, and/or return the Equipment to, LCR’s premises, LCR’s normal hours of business are Monday to Friday 9am – 6pm and the Hirer warrants that it shall comply with all reasonable instructions issued by LCR in relation to the collection and/or return of the Equipment.
6.5. Without prejudice to clause 6.1, where LCR is delivering the Equipment to the Site, LCR’s normal hours of delivery are Monday to Friday 9am – 5pm. Where the Hirer wishes for the Equipment to be delivered outside of such timescales, then further charges shall be applicable.
6.6. Where the Hirer fails to accept delivery of the Equipment or otherwise fails to collect the Equipment (as the case may be) on the Dispatch Date, then, except where such failure is caused by LCR’s failure to comply with its obligations under the Contract:
6.6.1. the Equipment shall be deemed to have been delivered or accepted at 9.00 am on the Dispatch Date; and
6.6.2. LCR shall store the Equipment until delivery takes place,
and in such circumstances the Hirer shall remain responsible for payment of the Hire Charges in accordance with the Contract.
6.7. Without limiting its other rights and remedies, LCR reserves the right to charge any additional costs associated with Dispatch, delivery and/or collection of the Equipment including but by no means limited to parking fines, waiting time and toll charges. Such additional costs shall be paid in accordance with clause 5.

7. INSPECTION, INSTALLATION AND USE OF THE EQUIPMENT

7.1. Subject to clause 7.2, LCR warrants that on Dispatch the Equipment shall substantially conform to any specification (as notified by LCR to the Hirer in writing), be of a satisfactory quality and fit for any purpose held out by LCR.
7.2. Unless notification in writing to the contrary is received by LCR from the Hirer within (1) Business Day of:
7.2.1. Despatch, where the Hirer collects the Equipment from LCR’s Premises; or
7.2.2. the arrival of the Equipment at the Site, where the Hirer does not collect the Equipment from the Premises,
the Equipment shall, save for either an inherent fault or a fault not ascertainable by reasonable examination, be deemed to be in compliance with the warranty contained in clause 7.1 and supplied in accordance with these Conditions, to the Hirer’s satisfaction.
7.3. Risk in the Equipment shall transfer to the Hirer on its Dispatch.
7.4. The Hirer shall, on passage of risk in the Equipment under clause 7.3, be solely responsible for the installation, use and safe keeping of the Equipment and, in this regard, the Hirer warrants and undertakes that:
7.4.1. such installation, use and safekeeping will be carried out:
7.4.1.1. in accordance with all Applicable Laws that apply in the territory in which the Equipment is to be installed and used;
7.4.1.2. in a workpersonlike manner and by appropriately trained personnel; and
7.4.1.3. to the extent applicable, in accordance with the manufacturer’s and/or LCR’s recommendations as to its storage, commissioning, installation, use and maintenance (Recommendations); and
7.4.2. all personnel referred to in clause 7.4.3 shall be properly instructed in the Equipment’s safe and proper use in accordance with the Recommendations.

8. WORKS

8.1. Where LCR is to provide Works under the Contract, LCR shall use reasonable endeavours to manage and complete such Works in accordance with any specification contained in the Quotation and the terms of the Contract in all material respects.
8.2. LCR shall use reasonable endeavours to meet and performance dates and/or times in respect of the Works, but any such dates and/or times shall be estimates only and time shall not be of the essence under the Contract.
8.3. If LCR’s performance of any Works (or any of its other obligations under the Contract) is prevented or delayed by any act or omission of the Hirer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy that it may have, LCR shall be allowed an extension of time to perform such Works (or other obligations) equal to the delay caused by the Hirer.

9. HIRER’S RESPONSIBILITES

9.1. Without limiting its other obligations under the Contract, the Hirer warrants and undertakes that it shall, throughout the Hire Period:
9.1.1. at its own expense:
9.1.1.1. keep the Equipment in good repair, condition and working order in line with the Recommendations (fair wear and tear excepted);
9.1.1.2. on a weekly basis (or such other basis as notified by LCR to the Hirer) and without prejudice to its general obligations under clause 9.1.1.1:
9.1.1.2.1. inspect, test and clean the Equipment; and
9.1.1.2.2. check and maintain wiring to and fixing and rigging of the Equipment,
in order to ensure that the Equipment operates in accordance with the Recommendations or (if there are none) good industry practice regarding the same;
9.1.2. take such steps (including compliance with all safety and usage instructions provided by the LCR) as may be necessary to ensure that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by the Hirer’s personnel;
9.1.3. make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment without the prior written consent of LCR unless the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in LCR immediately on installation;
9.1.4. keep LCR fully informed of all material matters relating to the Equipment;
9.1.5. unless it is otherwise permitted to do so in the Quotation, keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without LCR’s prior written consent;
9.1.6. permit LCR or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
9.1.7. where required by LCR, maintain operating and maintenance records of the Equipment and make copies of such records readily available to LCR, together with such additional information as LCR may reasonably require;
9.1.8. not, without the prior written consent of LCR, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
9.1.9. not without the prior written consent of LCR, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Hirer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify LCR in respect of all Losses suffered or incurred by LCR as a result of such affixation or removal;
9.1.10. not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of LCR in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that LCR may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of LCR of any rights such person may have or acquire in the Equipment and a right for LCR to enter onto such land or building to remove the Equipment;
9.1.11. not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Hirer shall notify LCR and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify LCR on demand against all Losses suffered or incurred by LCR as a result of such confiscation;
9.1.12. not use the Equipment for any unlawful purpose;
9.1.13. ensure that at all times the Equipment remains identifiable as being LCR’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
9.1.14. not do or permit to be done anything which could invalidate the insurances referred to in clause 13.
9.1.15. where Works are to be provided by LCR:
9.1.15.1. provide, for LCR, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Site (and any other Hirer premises) as is reasonably required by LCR in order for LCR to provide the Works;
9.1.15.2. inform LCR of all health and safety and security requirements that apply at the Site, including any changes to such requirements; and
9.1.15.3. obtain and maintain all necessary licences and consents and comply with all relevant legislation required to enable LCR to provide the Works; and
9.1.16. comply with the Special Conditions (to the extent applicable).

10. BREAKDOWN AND REPAIRS

10.1. Where any breakdown, unsatisfactory working of, or damage to any part of the Equipment (collectively, a “Fault”) takes place during the Hire Period and the Hirer has been provided with spare parts in respect of such Equipment, the Hirer shall itself replace the Equipment in question in order to rectify that Fault (such to be carried out in accordance with clause 7.4 and otherwise in accordance with reasonable care and skill and in line with good industry practice). The Hirer shall not dispose of the replaced Equipment unless authorised to do so in by writing by LCR, and it shall continue to be comply with its obligations in respect of the replaced Equipment under the Contract.
10.2. Any Fault that occurs must be notified by the Hirer immediately to LCR and confirmed in writing within twenty-four (24) hours of the occurrence of such event.
10.3. Hire Charges will not be charged to the Hirer for any stoppage due to breakdown of the Equipment caused by the development of either an inherent Fault or a Fault not ascertainable by the Hirer’s reasonable inspection under clause 7.2. If LCR is required to deliver the replacement Equipment to the Site, LCR may raise charges for such delivery. For the avoidance of doubt, the Hirer shall continue to be responsible for paying the Hire Charges for unaffected Equipment in accordance with the Payment Schedule.
10.4. Where any Fault occurs and the Equipment subject to that Fault cannot be readily replaced with a spare part, the Hirer shall not repair, modify, interfere with or alter the Equipment without the prior written consent of LCR (such consent to not be unreasonably withheld or delayed). Any Equipment that has been found to have been repaired, modified, interfered with or altered in breach of this clause will be charged at its full replacement cost to the Hirer.
10.5. The Hirer shall be solely responsible for all Losses that is suffers as a result of any breakdown, unsatisfactory working or, or damage to, any part of the Equipment where:
10.5.1. the Hirer makes any further use of the Equipment after giving notice in accordance with clause 10.2 (notwithstanding the cause of such breakdown, unsatisfactory working or damage);
10.5.2. such arises because the Hirer failed to follow any Recommendation or (if there are none) good industry practice regarding the same;
10.5.3. such arises as a result of a Force Majeure Event;
10.5.4. the Hirer (or a third party acting on its behalf or under its instruction) repairs, modifies, interferes with or alters the equipment without the written consent of LCR; or
10.5.5. such arises as a result of wilful damage, negligence, or abnormal storage or working conditions, or
otherwise due to the Hirer’s negligence, misdirection or misuse of the Equipment (whether or not by the Hirer directly or by its agents or servants), and in the circumstances stated within this clause 9.4, the Hirer shall continue to be responsible for paying the Hire Charges in accordance with the Payment Schedule.
10.6. The Hirer shall be solely responsible for the cost of spares and/or repairs due to theft, loss or vandalism of the Equipment and the Hirer’s specific attention is drawn to its responsibilities under clause 9.
10.7. Each item of Equipment is hired as a separate unit and the breakdown, unsatisfactory working of, or damage to one or more units (whether the property of LCR or otherwise) through any cause whatsoever, shall not entitle the Hirer to compensation or allowance for the loss of working time by any other unit or units of Equipment working in conjunction therewith, provided that where two or more items of Equipment are expressly hired together as a unit, such items shall be deemed to be one unit for the purpose of breakdown.
10.8. Notwithstanding the provisions of this clause 9, if, during the Hire Period, LCR decides that urgent repairs to the Equipment are necessary, then it may arrange for such repairs to be carried out on Site (and in this regard, the Hirer’s obligations under clause 6.2 and 9.1.15 are repeated) or at any other location of its nomination.

11. ACCIDENTS

11.1. If the Equipment is involved in any accident resulting in injury to persons or damage to property, immediate notification of such injury or damage shall be given by the Hirer to LCR and confirmed in writing to LCR no later than twenty-four (24) hours after such telephone notification. The Hirer warrants, undertakes and represents that all information contained within its written notification under this clause 10.1 shall be full, complete and accurate (to the best of the belief of the individual(s) providing such written notification).
11.2. The Hirer shall not make any admission of liability, offer, promise of payment, indemnity or other compromise in respect of any accident under clause 10.1 without LCR’s prior written confirmation.

12. HIRER’S RESPONSIBILITY FOR LOSS AND DAMAGE – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

12.1. Nothing in this clause 11 seeks to limit or exclude LCR’s liability under clause 14.1.
12.2. Without limiting the Hirer’s further obligations under the Contract, the Hirer shall indemnify LCR, keep LCR indemnified and hold LCR harmless in full from any and all Losses suffered or incurred by LCR:
12.2.1. arising out of or in connection with the acts or omissions (including any breach of or delay in complying with the Hirer’s obligations under the Contract) of the Hirer and any third party acting for it or on its behalf, whether during the Hire Period or where the Equipment is otherwise returned in breach of the Contract;
12.2.2. in respect of any actual or alleged injury to person or property caused by or in connection with or arising out of the storage, transit, transport, unloading, loading or use of the Equipment during the continuance of the Hire Period, and in connection therewith,
whether in contract, tort (including negligence), breach of statutory duty or otherwise and whether the same are of a direct, indirect, consequential or special nature and including any loss of profit, loss of goodwill or reputation, loss of business, loss of business opportunity, loss of anticipated saving and loss of or corruption of data or information.
12.3. Losses under clause 12.2 shall include but not be limited to:
12.3.1. the cost of any repair, cleaning and/or decontamination required to return the Equipment to a condition that is fit for re-hire;
12.3.2. the full replacement cost of any Equipment (on a new for old basis) which is lost, stolen and/or damaged beyond economic repair during the Hire Period;
12.3.3. any loss or profit or loss of contract due to the Equipment not being available for rehire by LCR to third parties;
12.3.4. any costs which may be incurred by LCR in tracking or recovering any (actual or reasonably suspected) lost or stolen Equipment; and
12.3.5. payment of the Hire Charges up to and including the date the Hirer notifies LCR that the Equipment has been lost, stolen and/or damaged beyond economic repair and from that date until LCR has replaced such Equipment (or retrieved any lost or stolen Equipment) the Hirer shall pay, as a genuine pre-estimate of lost profit, a sum as liquidated damages being equal to the Hire Charges that would have applied for such Equipment during that period. LCR shall exercise all reasonable endeavours to purchase replacements for such Equipment as quickly as is possible using the monies paid by the Hirer.

13. INSURANCE

13.1. The Hirer shall at its own expense and throughout the Hire Period (and without prejudice to any liability of the Hirer to LCR) obtain and maintain the following policies of insurance:
13.1.1. insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as LCR may from time to time nominate in writing;
13.1.2. insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as LCR may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment;
13.1.3. appropriate event insurance in respect of the event(s) for which the Equipment is intended to be used; and
13.1.4. insurance against such other or further risks relating to the Equipment as may be required by Applicable Laws (both in the United Kingdom and in the territory to which the Equipment is to be used) together with such other insurance as LCR may from time to time consider reasonably necessary and advise to the Hirer in writing; and
13.2. All insurance policies procured by the Hirer shall be endorsed to provide LCR with at least twenty Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on LCR’s request name LCR on the policies as a loss payee in relation to any claim relating to the Equipment. The Hirer shall be responsible for paying any deductibles due on any claims under such insurance policies.
13.3. If the Hirer fails to effect or maintain any of the insurances required under the Contract, LCR shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Hirer.
13.4. The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to LCR and proof of premium payment to LCR to confirm the insurance arrangements.

14. TITLE AND OWNERSHIP

The Equipment shall at all material times remain the property of LCR, and the Hirer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms of the Contract).

15. LIMITATION OF LIABILITY

15.1. Nothing in the Contract shall limit or exclude either party’s liability for:
15.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
15.1.2. fraud or fraudulent misrepresentation; or
15.1.3. any matter in respect of which it would be unlawful to exclude or restrict liability.
15.2. Subject to clause 15.1:
15.2.1. LCR shall under no circumstances whatsoever be liable to the Hirer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
15.2.1.1. loss of profit;
15.2.1.2. loss of goodwill;
15.2.1.3. loss of business;
15.2.1.4. loss of business opportunity;
15.2.1.5. loss of anticipated saving;
15.2.1.6. loss or corruption of data or information; or
15.2.1.7. any indirect, special or consequential Loss, that arises under or in connection with the Contract; and
15.2.2. LCR’s total liability to the Hirer in respect of all other Losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Hire Charges paid or payable by the Hirer to LCR under the Contract.

16. CANCELLATION AND TERMINATION

16.1. Unless otherwise specified in the Quotation or notified to the Hirer in writing, the Hirer shall have no rights under the Contract to terminate the Contract in advance of the Hire Period. Where the Hirer does have cancellation rights in respect of the Equipment, such cancellation is strictly on the basis that the Hirer shall be responsible for paying a proportion of the Hire Charges (and such other charges and/or costs) to LCR as are specified in the Quotation or otherwise in writing by LCR.
16.2. Without affecting any other right or remedy available to it, LCR may terminate the Contract with immediate effect by giving notice to the Hirer if:
16.2.1. the Hirer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 Business Days after being notified to make such payment;
16.2.2. the Hirer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified to do so;
16.2.3. the Hirer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
16.2.4. the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
16.2.5. the Hirer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer;
16.2.6. the Hirer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
16.2.7. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Hirer (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer;
16.2.8. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Hirer (being a company);
16.2.9. the holder of a qualifying floating charge over the assets of the Hirer (being a company) has become entitled to appoint or has appointed an administrative receiver;
16.2.10. a person becomes entitled to appoint a receiver over all or any of the assets of the Hirer or a receiver is appointed over all or any of the assets of the Hirer;
16.2.11. a creditor or encumbrancer of the Hirer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Hirer’s assets and such attachment or process is not discharged within 10 Business Days;
16.2.12. any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.4 to clause 16.1.11 (inclusive);
16.2.13. the Hirer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
16.2.14. the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
16.2.15. there is a change of control of the Hirer (within the meaning of section 1124 of the Corporation Tax Act 2010).

17. CONSEQUENCES OF TERMINATION

17.1. On expiry or termination of the Contract, however caused:
17.1.1. LCR’s consent to the Hirer’s possession of the Equipment shall immediately terminate;
17.1.2. LCR may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and
17.1.3. without prejudice to any other rights or remedies of LCR and the obligations of the Hirer under the Contract or otherwise, the Hirer shall pay to LCR on demand:
17.1.3.1. all Hire Charges and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 5.1; and
17.1.3.2. any Losses incurred by LCR in recovering the Equipment or in collecting any sums due under the Contract.
17.2. On termination of the Contract pursuant to clause 16, any other repudiation of the Contract by the Hirer which is accepted by LCR, without prejudice to any other rights or remedies of LCR, the Hirer shall pay to LCR on demand a sum equal to the whole of the Hire Charges that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Hire Period.

18. CONFIDENTIAL INFORMATION

18.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 18.2.
18.2. Each party may disclose the other party’s confidential information:
18.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 18; and
18.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

19. GENERAL

19.1. Assignment and other dealings. The Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
19.2. Entire Agreement.
19.2.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
19.3. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.4. No partnership or agency.
19.4.1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.4.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19.5. Further assurance. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract.
19.6. Third Party Rights.
19.6.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.6.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
19.7. Notices.
19.7.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
19.7.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
19.7.1.2. sent by email to the address specified in the Quotation and/or Order (as applicable).
19.7.2. Any notice or communication shall be deemed to have been received:
19.7.2.1. if delivered by hand, at the time the notice is left at the proper address;
19.7.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
19.7.2.3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, where Business Hours resume.
19.7.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19.8. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.9. Rights and remedies. Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
19.10. Severance.
19.10.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
19.10.2. If any provision or part-provision of the Contract is deemed deleted under clause
19.10.3. the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.11. Governing law. This Contract (including, for the avoidance of doubt, these Conditions) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
19.12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.