Conditions OF HIRE

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 A Tower Business Park, Commercial Road, Darwen, England,

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 12;F

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 made 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 19.10.1 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.