ENERGY RENTALS LTD - CONDITIONS OF HIRE

1. DEFINITIONS
1.1. In these Conditions:-
1.1.1. "Contract" means a contract for the hire of Equipment concluded by the acceptance by Energy Rentals of an order pursuant to Condition 2. 1.1.2. "Equipment" means the equipment described or any individual item thereof.
1.1.3. "Hire Charge" means the weekly charge payable by the Hirer to Energy Rentals for the hire of Equipment.
1.1.4. "Hire Period" means a period starting on the date that Equipment is dispatched to or collected by the Hirer and ending on the date on which the Equipment is returned to Energy Rentals.
1.1.5. "Hirer" means the hirer of Equipment from Energy Rentals.
1.1.6. "Energy Rentals" means Energy Rentals Ltd or any subsidiary company.
1.1.7. "The Site" means the premises or site specified by the Hirer where the Equipment is to be used.
1.2. The headings in these Conditions are for ease of reference only and shall not affect their interpretation. 2. GENERAL
2.1. These Terms and Conditions shall apply to all contracts for the hire of the Equipment by Energy Rentals to the Hirer to the exclusion of all other terms and conditions referred to, offered or relied on by the Hirer unless the Hirer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by Energy Rentals in writing.
2.2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Energy Rentals.
2.3. By accepting the Equipment the Hirer is agreeing to these Terms and Conditions unless otherwise agreed in writing. 3. ORDERS
Energy Rentals shall only accept an order for hire of Equipment provided that it is in writing. Unless otherwise agreed, the written acceptance of the Hirer's order by an authorised employee of Energy Rentals shall constitute the Contract, which shall be subject to these Conditions. Any terms or conditions in the Hirer's order or other documentation of whatsoever kind which are inconsistent with these Conditions shall have no effect. 4. HIRE OF EQUIPMENT
4.1. Energy Rentals hereby hires to the Hirer the Equipment for the Hire Period at the Hire Charge.
4.2. Energy Rentals reserves the right to supply equipment of a similar design to the Equipment hired if said Equipment needs to be replaced for any reason.
4.3. All descriptions and specifications, drawings and particulars of weights and dimensions issued by Energy Rentals are approximate only,and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract. Due to continuing development Energy Rentals reserves the right to change specifications without notice.
5. HIRE CHARGE
5.1 The Hirer must pay the rental set out in “payment details” on the front page. The Hirer must pay Energy Rentals any expenses, costs and charges in finding the Hirer, the Equipment or any part of it or taking the Equipment back or for any visit Energy Rentals make to the Installation/Office Address to find out why the Hirer has not paid.
5.2. The Hirer shall pay to Energy Rentals any packing and delivery charges where appropriate.
5.3. All sums due from the Hirer to Energy Rentals hereunder shall be increased to include VAT at the current rate.

5.4. The Hirer shall pay Energy Rental’s invoices hereunder within 30 days of the date of invoice. Time shall be of the essence in respect of the payment of all sums due hereunder.
5.5. Terms and Conditions Payment terms are strictly 30 days from the date of the invoice and pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as amended and implemented by the Late Payment of Commercial Debts Regulations 2002.
5.6. Energy Rentals will be entitled to reimbursement of all external or additional costs and expenses reasonably incurred in the enforcement of its rights under this clause including but not limited to the payment of debt recovery and/or legal fees and expenses whether incurred before or after legal proceedings.
5.7. INDEMNITY In consideration of Energy Rentals providing services to the Hirer, the directors of the Hirer, as at the date hereof, indemnify Light Design in respect of all fees due from the Hirer. The directors shall be so liable personally as principal debtors, not as guarantors, and their liability shall continue whether or not the monies due to Energy Rentals by the Hirer are irrecoverable for any reason whatsoever.
6. DELIVERY & COLLECTION
6.1. Any dates and times quoted for delivery of the Equipment are approximate only and Energy Rentals shall not be liable for any delay in delivery of the Equipment howsoever caused.
6.2. The Hirer shall conduct a reasonable inspection of the Equipment upon receipt. If such inspection reveals that the Equipment is damaged, or that some of the Equipment is damaged, or that some of the Equipment has been lost; the Hirer shall notify Energy Rentals and the carrier in writing within 3 days of the date of receipt. Damaged Equipment may be retained by the Hirer for inspection by the carrier provided that it shall be returned to Energy Rentals on demand. If the Hirer fails to notify Energy Rentals and the carrier in accordance with this Condition, or to return the equipment on demand, the Hirer shall pay to Energy Rentals the full cost of repair or replacement of the Equipment or full hire rate until returned.
6.3. Energy Rentals reserves the right to recharge additional costs of delivery and collection including, but not restricted to, parking fines, waiting time and toll charges.
7. USE OF EQUIPMENT
7.1. The Equipment is normally installed by Energy Rentals and if so the Hirer must ensure that the equipment thereafter is operated by competent personnel, but for any reason should it be installed by the Hirer then the Hirer shall ensure that the Equipment is installed and used by competent and qualified personnel in a manner which complies with any applicable statute, regulation or order from time to time in force affecting the Equipment including but not limited to the Health and Safety at Work Act 1974 and any statutory amendment or replacement of it.
7.2. The Hirer shall at its expense keep the Equipment in good repair, condition and working order, fair wear and tear excepted.
7.3. The Hirer shall not without the prior written consent of Energy Rentals make any modification or alteration to the Equipment, or remove the Equipment from the venue at which it has been installed without prior written authority from Energy Rentals. 7.4. The Hirer shall allow Energy Rentals to inspect the Equipment upon request at a time convenient to both parties.
8. BREAKDOWN AND REPAIRS

8.1. Where the breakdown of the Equipment is caused by fair wear and tear or by a fault in the Equipment or where stoppage occurs in the course of carrying out normal repairs, claims for full allowance for the Hire charges will be considered by Energy Rentals.
8.2. Where the breakdown of the Equipment is caused as a result of the negligence or misuse by the Hirer, the Hirer shall be responsible for all loss or damage incurred by Energy Rentals arising from any breakdown and for the payment of the hire charges during the period the Equipment is inoperable due to such breakdown.
8.3. Any faults or breakdown in equipment must be reported to Energy Rentals within 24 hours. 9. OWNERSHIP
The Equipment shall at all times remain the property of Energy Rentals and the Hirer shall have no rights to the Equipment other than as hirer and the Hirer shall not do or permit or cause to be done any matter or thing whereby the rights of Energy Rentals in respect of the Equipment are or may be prejudicially affected.
10. LOSS, DAMAGE AND INSURANCE
10.1. In the event of any loss or damage to the Equipment the Hirer shall pay for its replacement, or the cost of restoring it to good working order, or allow Energy Rentals or its agent to carry out such work at the Hirer's expense.
10.2. The Hirer shall during the Hire Period (without prejudice to the liability of the Hirer to Energy Rentals pursuant to Condition 10.1) keep the Equipment insured for its full replacement value with a reputable insurance company against loss or damage from all risks (including third party risks). The Hirer shall notify its insurers that the Equipment is on hire from Energy Rentals and request the insurers to endorse a note of such interest on the policy, naming Energy Rentals as loss payee. The Hirer shall on demand show to Energy Rentals the policy, the premium receipts and insurance certificate and shall not use or allow the Equipment to be used for any purpose not permitted by the terms and conditions of the said policy or do or allow to be done any act or thing whereby the insurance may be invalidated.
10.3. Where any event or accident shall occur which is a risk covered by the Hirer's insurance hereunder, the Hirer shall immediately notify Energy Rentals thereof. The Hirer shall hold any monies received by the same as Energy Rentals directs.
11. HIRER’S INDEMNITIES
11.1. The Hirer shall be solely responsible for and hold Energy Rentals fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by Energy Rentals as a result of any accident involving the Equipment.
11.2. The Hirer shall be solely responsible for and hold Energy Rentals fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by Energy Rentals as a result of any breach or default on the part of the Hirer in the discharge of its obligations under any Contract.
12. LIMITATIONS OF LIABILITY
12.1. Energy Rental’s liability for direct physical damage to tangible property of the Hirer caused by the negligence of Energy Rentals, its employees, agents or sub-contractors, or by breach of any Contract, shall not exceed £500,000 subject to the exclusions set out in Condition 12.2.
12.2. Energy Rentals shall not be liable for the following loss or damage howsoever caused and even if foreseeable by or in contemplation of Energy Rentals:-
12.2.1. loss of profits, business, revenue, goodwill or anticipated savings whether sustained by The Hirer or any other person; or
12.2.2. special, indirect or consequential loss other than direct physical damage to tangible property of The Hirer or any other person; or
12.2.3. any loss arising from any claim made against Energy Rentals by any other person.
13. TERMINATION
13.1. Where there is no fixed period of hire, the period of hire may be terminated by either party giving to the other 7 days' notice in writing and the Hirer's obligations under this agreement shall continue until the Equipment is returned to Energy Rentals.

13.2. If the Hirer defaults in the prompt payment of any sum due under this agreement or is in breach of any of the Terms and Conditions of this agreement, or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or if the Hirer shall do or cause to be done or permit or suffer any act or thing whereby the rights of Energy Rentals over the Equipment may be prejudiced or put in jeopardy, Energy Rentals shall be entitled to terminate the hire immediately by notice in writing to the Hirer and it shall thereupon be lawful for Energy Rentals to retake possession of the Equipment and for that purpose to enter into or upon any premises where the same may be and the termination of the hire under this clause shall not affect the right of Energy Rentals to recover from the Hirer any monies due to Energy Rentals under this agreement or damages for breach thereof.
13.3. Energy Rentals shall have the right to terminate a Contract forthwith by giving notice in writing if the Hirer;
13.3.1. fails to make payment of any sum in accordance with Condition 5; or
13.3.2. shall commit any other material breach of its obligations hereunder and shall not within 14 days of notice of such breach remedy the same; or
13.3.3. shall enter into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction without insolvency or shall compound or make any arrangement with its creditors or shall be the subject of an application for an administration order or shall be subject of any proposal under Part 1 of the Insolvency Act 1996 for a composition in satisfaction of its debts.
14. CONSEQUENCES OF TERMINATION
14.1. Any termination of a Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party.
14.2. On termination of a Contract (howsoever occasioned) the Hirer shall no longer be in possession of the Equipment without Energy Rental’s consent and shall unless otherwise agreed with Energy Rentals forthwith return the Equipment to Energy Rentals in good working order.
15. FORCE MAJEURE
Although Energy Rentals shall use all reasonable endeavours to discharge its obligations under a Contract in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its control.
16. SEVERANCE
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
17. GENERAL
17.1. No neglect, delay or indulgence by Energy Rentals in enforcing a Contract shall prejudice the rights of Energy Rentals or be construed as a waiver.
17.2. The Hirer hereby waives all and any future claims and rights of set off against any sums due to Energy Rentals hereunder regardless of any equity, set off or counter-claim on the part of the Hirer against Energy Rentals
17.3. Any notice hereunder shall be in writing and may be served by sending it by pre-paid first class letter post or delivery (if in the case of a limited company) to the address stated herein, and in any other case, to the last known address of the addressee. In proving service of any notice it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Service shall be deemed to be effective at noon of the second business day following the day of posting and any notice delivered to an address by hand shall be deemed to be effective from the date of such delivery.
17.4. The Hirer shall not assign or otherwise transfer all or any part of a Contract.
17.5. The formation, construction and performance of all Contracts shall be governed in all respect by English law. The parties hereby agree to submit to the exclusive jurisdiction of the English Courts.