TERMS AND CONDITIONS
When purchasing a 24 month contract, you are agreeing to the terms and conditions set out in this document at the point at which you complete checkout (i.e. completing payment of the deposit and/or first months rental fee).
1. DEFINITIONS
1.1
In these Conditions, the following definitions apply:
“Additional Charges” has the meaning set out in clause 12.1;
“Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in England are open for business;
“Conditions” means the terms and conditions set out in this document;
“Contract” means the contract between Decarb It Ltd and the Customer for the rental of Equipment;
“Customer” means the person, firm or company who hires the Equipment from Decarb It Ltd;
“Equipment” means any apparatus, material or equipment (including all accessories supplied either as part of a kit or as standard with the main unit) as set out in the Order;
“Decarb It Ltd” means Decarb It Ltd Limited (registered in England with company number 10393693);
“Order” means the Customer’s order for the Equipment, as set out in the Customer’s purchase order form or the Customer’s written acceptance of Decarb It Ltd’s quotation, as the case may be;
“Rental Payment(s)” means the payment(s) made by or on behalf of the Customer for the hire of the Equipment and as set out in the Order;
“Rental Period” means the period of hire set out in clause 3; and
“Risk Period” has the meaning set out in clause 5.3.
2. ACCEPTANCE
2.1
The Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2
The Order constitutes an offer by the Customer to hire the Equipment in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3
The Order shall only be deemed to be accepted when Decarb It Ltd issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Decarb It Ltd which is not set out in the Contract.
2.5
Any samples, drawings, descriptive matter, or advertising produced by Decarb It Ltd and any descriptions or illustrations contained in Decarb It Ltd's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Contract or have any contractual force.
2.6
Fitness for use is for the Customer to determine, no performance objective is expressed or implied by Decarb It Ltd. The Equipment may appear to offer comparable or similar specifications to other manufacturers’ products but will not necessarily perform identically to such other manufacturers’ products.
2.7
A quotation for the Equipment given by Decarb It Ltd shall not constitute an offer. A quotation shall only be valid for a period of thirty (30) days from its date of issue and shall be subject to availability of the Equipment.
3. RENTAL PERIOD
3.1
The Rental Period shall be as set out in the Order, unless the Contract is terminated earlier in accordance with these Conditions.
3.2
Once the Rental Period has finished, the Contract and Conditions will remain until the Customer has given written notification that they wish to terminate the Contract.
3.3
Either party will have the right to terminate the Contract by giving at least thirty (30) days' notice in writing to the other party at the end of the Rental Period or at any time after that.
4. DELIVERY
4.1
Decarb It Ltd shall deliver the Equipment to the location set out in the Order or such other location as the parties may agree at any time after Decarb It Ltd notifies the Customer that the Equipment is ready for delivery.
4.2
Delivery dates and times quoted by Decarb It Ltd are approximate only. It is expressly agreed that Decarb It Ltd shall not be liable to the Customer for any delay in delivery of the Equipment.
5. TITLE
5.1
The Equipment shall, at all times, remain the property of Decarb It Ltd, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Conditions).
5.2
The Customer shall give Decarb It Ltd immediate notice in the event the Equipment is lost, stolen or damaged as a result of the Customer’s possession or use of the Equipment or if there is a claim or, for any reason, a threat of seizure of the Equipment.
5.3
The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery of the Equipment to the Customer, or where applicable, the Customer’s appointed agent. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (“Risk Period”) until such time as the Equipment is returned to Decarb It Ltd.
6. TRAINING
6.1
Decarb It Ltd representatives may be called upon to provide training for the Customer.
6.2
The Customer represents and acknowledges that they have requisite knowledge and experience to operate the Equipment.
7. LIABILITY AND EQUIPMENT BREAKDOWN
7.1
In the event that the Equipment experiences a breakdown due to any defect in materials or workmanship, Decarb It Ltd’s liability shall be limited to the cost of repair, including parts and labour, to return the Equipment to full working order.
7.2
Decarb It Ltd may, at its sole discretion, extend the Rental Period at no cost to the Customer for the time required to replace or repair the Equipment. Decarb It Ltd shall not be obligated to bear the costs of Customer’s labour or standby time in connection to any breakdown, nor any costs related to the delay of Customer projects.
7.3
Without prejudice to clause 7.4, Decarb It Ltd’s maximum aggregate liability for breach of the Contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, delict (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the cost of fulfilling its obligation under clause 7.1.
7.4
Nothing in these Conditions shall exclude or in any way limit Decarb It Ltd’s liability for:
(a) death or personal injury caused by its own negligence or the negligence of its employees, agents or subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation.
7.5
These Conditions set forth the full extent of Decarb It Ltd’s obligations and liabilities in respect of the Equipment and its hiring to the Customer. In particular, there are no conditions, warranties or other terms, expressed or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Decarb It Ltd except as specifically stated in these Conditions. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.
7.6
Decarb It Ltd shall not be liable to the Customer for any:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business;
(d) indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
8. OBLIGATIONS OF THE CUSTOMER
8.1
The Customer shall during the term of the Contract:
(a) at its expense and at all times during the Rental Period, keep and maintain the Equipment in good and substantial repair, condition and appearance in order to keep it in as good an operating condition as it was on the commencement date of the Contract (fair wear and tear only accepted);
(b) use all Equipment only for the purposes for which it was designed and operate in a careful and prudent manner, and in accordance with the instructions for use;
(c) comply with all laws, regulations, rules or ordinances of lawfully constituted authorities relating to the possession, use, storage and transport of the Equipment;
(d) maintain effective control of the Equipment and keep the Equipment in a secure and suitable environment;
(e) ensure that the Equipment is operated only by suitably competent persons, duly instructed on its safe operation in accordance with manufacturer’s operating manuals, instructions and safety warnings;
(f) obtain any required licenses or other authorisations necessary for the use, registration or handling of a specific piece of equipment or technology, and ensure that it complies fully with all relevant legal requirements. Decarb It Ltd reserves the right to request proof of any such authorisations prior to the commencement of the Rental Period;
(g) (where applicable) obtain any required licenses or other authorisations necessary for export, re-export and the return of the Equipment;
(h) ensure that no unauthorised transfers or diversions of the Equipment occurs;
(i) not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Equipment or any warnings or documentation thereon;
(j) not copy or reproduce in any way or manner the Equipment or any part or component of the Equipment;
(k) not perform, or allow any person to perform, any work in or upon or make modifications, changes, alterations or repairs to the Equipment other than routine daily maintenance;
(l) allow Decarb It Ltd or its representatives to inspect the Equipment at all reasonable times and for such purpose to enter upon the site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspections;
(m) keep the Equipment free from any liens, claims, charges and encumbrances during the Rental Period;
(n) keep Decarb It Ltd fully informed of all material matters relating to the Equipment;
(o) allow Decarb It Ltd or its representatives access to the site or any premises where the Equipment is located for the purpose of removing the Equipment.
9. INDEMNITY
9.1
The Customer agrees to indemnify and hold Decarb It Ltd and its Directors, Officers, employees and agents, harmless from and against all liability and expenses (including legal costs on a full indemnity basis) howsoever arising or incurred, in respect of:
(a) loss of or damage to property of the Customer whether owned, leased or hired, arising from, relating to or in connection with the performance or non-performance of the Contract; or
(b) injury to, or death of any person employed or engaged by the Customer arising from, relating to or in connection with the performance or non-performance of the Contract.
10. INSURANCE
10.1
During the Rental Period and the Risk Period, the Customer shall, at its own expense, provide Insurance on the Equipment.
11. PAYMENT TERMS
11.1
Decarb It Ltd shall invoice the Customer for the Rental Payment(s) in accordance with the Order.
11.2
The Customer shall make payment within twenty-eight (28) days of the date on the invoice received from Decarb It Ltd, unless credit terms are made available to the Customer by Decarb It Ltd.
11.3
If the Customer fails to make any payment due to Decarb It Ltd under the Contract by the due date for payment, then, without limiting Decarb It Ltd’s remedies under clause 12, the Customer shall pay a late payment fee of £10 on the overdue amount every 28 days.
11.4
Upon return of the Equipment the final invoice will be prepared and submitted and will represent the outstanding charges for the total Rental Period, as well as any applicable charges.
11.5
All amounts due 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).
12. ADDITIONAL CHARGES
12.1
In addition to the Rental Payment(s) specified in the Order, Decarb It Ltd has in the relevant circumstances the right to apply additional charges:
(a) for loss of or damage to the Equipment as a result of any failure by the Customer to comply with these Conditions;
(b) if the Equipment is damaged and it can be repaired, the cost of repairs will be passed onto the Customer;
(c) if the Equipment is damaged and cannot be repaired (i.e. it is written off) or the Equipment is lost or stolen, Decarb It Ltd receives an amount equal to full replacement value of the Equipment;
(d) for outward delivery and/or collection of the Equipment, including any dismantling, packaging, transportation and shipping charges.
12.2
Decarb It Ltd shall invoice the Customer for any Additional Charges in accordance with clause 11 and VAT (and any other applicable taxes) shall be applied to any Additional Charges.
13. TERMINATION
13.1
Without affecting any other right or remedy available to it, Decarb It Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than five (5) Business Days after being notified to make such payment;
(b) the Customer commits a material breach of any other term of the Contract and either such breach cannot be remedied or (if such breach can be remedied) fails to remedy that breach within a period of five (5) Business Days after being notified to do so;
(c) the Customer 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;
(d) the Customer 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;
(e) 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 Customer (being a company);
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company);
(g) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver; or
(h) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(i) any event analogous to (c) to (g) inclusive, occurs in relation to any other legal jurisdiction.
14. CONSEQUENCES OF TERMINATION
14.1
Upon termination of the Contract, however caused:
(a) Decarb It Ltd’s consent to the Customer’s possession of the Equipment shall terminate and Decarb It Ltd may, by its authorised representatives, without notice and at the Customer’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
(b) the Customer shall pay to Decarb It Ltd on demand:
(i) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 11.4;
(ii) any costs and expenses incurred by Decarb It Ltd in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
14.2
Upon termination of the Contract pursuant to clause 13.1 or any other repudiation of the Contract by the Customer which is accepted by Decarb It Ltd, without prejudice to any other rights or remedies of Decarb It Ltd, the Customer shall pay to Decarb It Ltd on demand a sum equal to the whole of the Rental Payments 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 Rental Period.
14.3
Termination or expiry of the Contract shall not affect any rights, remedies or obligations of Decarb It Ltd that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
