Furniture Rental Terms & Conditions
SUPPLIERS TERMS AND CONDITIONS
1. Definitions and Interpretation
1. 1 In these Conditions, the following words and expressions shall have the following meanings:
The following definitions and rules of interpretation apply in this Contract;
Client means the client identified in the Contract Details;
Collection Fee (also referred to as the Removal Fee) means the charge to collect the Goods from the Site and are calculated according to Schedule A and confirmed in the Contract Details.
Conditions means these terms and conditions as amended from time to time in accordance with condition 2.1;
Contract (also referred to as the Furniture Rental Agreement) means the contract between the Supplier and the Client for the supply and rental of Goods in accordance with the documents referred to in condition 2.1;
Contract Details means the Contract Details section set out at the front of the Contract;
Delivery means the transfer of physical possession of the Goods to the Client at the Site;
Delivery Date means the date the Goods are delivered to the Site;
Delivery Location (also referred to as the Site) means the place or location identified in the Contract Details;
Expiry Date means the date on which the Furniture Rental Agreement is terminated as defined in condition 10;
Furniture Rental Agreement (also referred to as the Contract) means the contract between the Supplier and the Client for the supply and rental of Goods in accordance with the documents referred to in condition 2.1;
Goods means the goods agreed in the Contract to be supplied to the Client by the Supplier (including any part or parts of them), as set out in Schedule B;
Initial Payment means the initial payment as defined in the Contract Details;
Installation Fee means the charge to deliver, assemble and install the Goods calculated according to Schedule A and confirmed in the Contract Details;
Lead Times means the minimum period of time required before the delivery of Goods, as set out in the Contract Details. For the avoidance of doubt, the lead times shall be calculated from the date both the Initial Payment has been received in cleared funds by the Supplier and the Contract has been signed by both parties;
Minimum Rental Period means the minimum period of time the Client must pay to rent the Goods for. This period must be paid for in full even if the Contract is terminated during the Minimum Rental Period;
Purchase Price means the price payable when exercising the Buy Out option in condition 10.2 and calculated according to. Schedule A;
Recommended Sales Price (RSP) means the RSP for the Goods as quoted in Schedule B. This forms the basis for the Price calculations made according to Schedule A;
Removal Fee (also referred to as the Collection Fee) means the charge to collect the Goods from the Site and are calculated according to Schedule A and confirmed in the Contract Details;
Rental Fee means the payments, as defined in the Contract Details, made by or on behalf of Client for hire of the Goods in Schedule B;
Rental Period means the period of hire as set out in the Contract Details;
Rental Period Start Date means the same date each month following the Delivery Date i.e. if the Delivery Date was 10th March, the Rental Period Start Date will be the 10th of each month following;
Site (also referred to as the Delivery Location) means the place or location identified in the Contract Details;
Total Loss means the Goods are, in the Supplier’s opinion, damaged beyond economic repair, lost, unavailable for inspection, stolen, seized or confiscated according to condition 10.3;
VAT means value-added tax or any equivalent tax chargeable in the UK or elsewhere.
Price means the means the price as defined in the Contract Details;
Specification means the specification for the Goods, as set out in the Contract Details and Schedule B;
Supplier means Halls Furnishings Ltd, as identified in the Contract Details;
Working Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.2 A reference to a Schedule is to a Schedule of the Contract.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Where the context requires, words in the singular include the plural and vice versa and any gender includes the other gender.
1.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.6 Headings are for convenience only and do not affect the interpretation of these Conditions.
1.7 A reference to writing or written includes email but not
2 Basis of Contract
2.1 The Contract consists of the documents set out in paragraph 1 of the Contract Details. No other terms and conditions, including terms and conditions endorsed on, delivered with or referred to in such documents, shall form part of the Contract.
2.2 The Contract is for the supply and rental of all of the Goods for the Rental Period as defined in the Contract Details. Once the Contract is entered into, the Client shall have no right to amend the Specification or reduce the volume of Goods to be supplied, except where agreed in writing by both parties. The Client shall have no right to terminate the Contract before the expiry of the Minimum Rental Period as defined in the Rental period in the Contract Details without first paying all charges in full for the whole of the Minimum Rental Period including removal charges.
2.3 The Contract is for the supply and rental of all of the Goods for use at the Delivery Location only. Goods must not be moved from the Delivery Location without express written permission from the Supplier.
2.4 The Rental Period starts on the Delivery Date.
2.5 The Client will be responsible for all Goods, including keeping the Goods insured and compensating the Supplier for any loss or damage to the Goods. The Client will also be responsible for any damage caused to other people or property when the Goods are used.
3 Client Obligations
3.1 The Client shall during the term of this Contract:
(a) ensure that the Goods are kept and operated in a suitable environment, used only for the purposes for which they are designed, and operated in accordance with any operating instructions;
(b) take such steps, including compliance with all safety and usage instructions provided by the Supplier or manufacturer as may be necessary to ensure, so far as is reasonably practicable, that the Goods are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
(c) maintain at their own expense the Goods in good and substantial repair in order to keep it in as good condition as it was on the Delivery Date and shall make good any damage to the Furniture at its own expense;
(d) make no alteration to the Goods;
(e) keep the Supplier fully informed of all material matters relating to the Goods;
(f) keep the Goods at all times at the Site and shall not move or attempt to move any part of the Goods to any other location without the Supplier's prior written consent;
(g) permit the Supplier or its duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter the Site or any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection;
(h) not to part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(i) not to attach the Goods to any land or building so as to cause the Goods to become a permanent or immovable fixture on such land or building. If the Goods do become affixed to any land or building then the Goods must be capable of being removed without material injury to such land or building and the Client shall repair and make good any damage caused by the affixation or removal of the Goods from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
(j) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Goods and, where the Goods has become affixed to any land or building, the Client must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Goods 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 the Supplier of any rights such person may have or acquire in the Goods and a right for the Supplier to enter onto such land or building to remove the Goods;
(k) not suffer or permit the Goods to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Goods are so confiscated, seized or taken, the Client shall notify the Supplier and the Client shall at its sole expense use its best endeavours to procure an immediate release of the Goods and shall indemnify the Supplier and the lender on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(l) ensure that at all times the Goods remain identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Goods;
(m) deliver up the Goods at the end of the Furniture Rental Agreement and to allow the Supplier or its representatives access to the Site for the purpose of removing the Goods; and
(n) not do or permit to be done anything which could invalidate the insurances referred to in condition 7; and
(o) provide all reasonable information as requested by the Supplier to allow the Supplier to carry out searches at credit reference agencies and fraud prevention agencies as part of processing this Furniture Rental Agreement.
4 Delivery of Goods
4.1 The Supplier shall use reasonable endeavours to deliver the Goods in accordance with the Client’s requested delivery date, provided that this allows for the Lead Times, but time for delivery shall not be of the essence in the Contract. Delivery shall be completed when the Goods are unloaded at the Site.
4.2 Unless otherwise agreed in writing by the Supplier, delivery of the Goods shall take place during the Supplier’s standard business hours (Monday to Friday 09:00 to 17:00 excluding public holidays).
4.3 The Client shall provide reasonable use of a working lift or hoist for the duration of the installation if the Goods are required to be transported up or down more than two floors / levels. If this is not available an extra labour charge may be applied at the Supplier’s discretion.
4.4 The Client shall ensure that there are no access restrictions, including for articulated vehicles, and that the set down and unloading area at the Site is within 40 metres of the access point to the building in which the Goods are to be installed. The Client should provide free-of-charge on-site parking for LOFT 3.5 tonne vehicles. Should access restrictions occur, the Supplier, at its discretion, may issue the Client with invoice(s) for additional charges to cover the Supplier’s costs, which the Client will be liable to pay according to the terms of this Contract.
4.5 The Client must ensure that the property is in suitable condition to allow safe and sanitary delivery of the Goods, that there is space within the property sufficient to deliver and install the Goods, and that access routes are clear. It is also the Client’s responsibility to check that the Goods will fit through any passages, stairwells, landings and doorways. Some of our products will arrive flat packed for assembly on site, others will be part or fully assembled prior to delivery. Please contact us using the details in the Contract Details above if you have any concerns regarding this issue. Product dimensions are available on our website. It is your responsibility to ensure you order the right-sized product and that you provide correct measurements for made-to-measure goods or floor plans. We reserve the right to refuse delivery should any of the aforementioned issues arise; re-deliveries may carry an additional charge which you will be notified of in advance of our attendance.
4.6 Each delivery of the Goods will be accompanied by a delivery note which shows relevant Client and Supplier references, and the type and quantity of the Goods.
4.7 The Client shall ensure that an authorised representative is available on Site to accept delivery of the Goods and to provide instructions, directions and access relating to the building and location at which they are to be installed. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Client has examined the Goods and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. The Client's duly authorised representative shall sign the delivery note confirming such All shortages and/or defects in the Goods, and any damage to possessions or premises which has allegedly been caused during the delivery, assembly or installation of the Goods must be agreed and noted on the delivery note.
4.8 Where no authorised Client representative is available and/or willing to sign the Supplier's delivery note(s), the Supplier will notify the Client in writing (email acceptable) and forward a copy of the relevant delivery note(s). The Client will respond in writing (email acceptable) within 7 working days confirming whether or not each item on the delivery note(s) has been received. This written confirmation shall be accepted by the Client's Accounts Payable as sufficient proof of delivery to prompt payment of invoice. The Client acknowledges that by not informing the Supplier of any missing Goods in this way within the said timescale, the Goods specified on the delivery note shall be deemed to have been delivered, unless the Client can provide conclusive evidence proving the contrary.
4.9 Where defects, damages or shortages have been agreed and noted on the delivery note, the Supplier shall, at its option, either repair the Goods or deliver to the Client goods of equivalent or better quality than the Goods which in all material respects correspond with the Specification of the Goods in terms of design, colour and material used. If the Supplier complies with this condition 4.9, it shall be deemed to have delivered the Goods in accordance with the Contract and shall have no further liability in relation to such Goods, save for any liability under condition 4. In any event, the Supplier shall not be liable for any defects in or damage to the Goods unless it has had a reasonable opportunity to inspect and make good such defects or damage.
4.10 Where damage to possessions or premises has allegedly been caused in the delivery, assembly or installation or removal of the Goods and has been agreed and noted on the delivery note or reported in writing to the Supplier within 7 days of the relevant delivery or removal where the Client did not provide a representative to be present as per conditions 4.7 and/or 6.4, the Client shall supply a description of such damage and shall provide the Supplier with photographs of the alleged damage upon request and a reasonable opportunity for the Supplier to inspect such alleged damage and give the Supplier reasonable opportunity to repair the damage. The Supplier shall not be responsible for any damage to possessions or premises allegedly caused in the delivery, assembly, installation or removal of the Goods if it is not noted on the delivery note as per condition 4.7. In any event, the Supplier shall not be liable for any minor damage such as scratches or scuffs or for any unavoidable damage such as holes drilled in walls to attach furniture or accessories, caused to possessions or premises during delivery, assembly, installation or removal of the Goods, nor shall the Supplier be liable for any damage unless it has been provided with satisfactory photographic evidence (where requested) of the alleged damage and/or had a reasonable opportunity to inspect and make good such damage. The Supplier shall not be liable for any damage caused where the installation or removal of the Goods has been carried out by the Client or its other contractors.
4.11 We require confirmation specifying which room(s) your Goods are required for. If this information isn’t provided prior to delivery, our delivery team will use their discretion to determine where to place the Goods. The Company does not accept any liability if the Customer is unhappy with the placing of Goods. We can return to move the Goods, but a charge may be payable for this service as outlined in condition 4.16 below.
4.12 No Goods will automatically be hung or attached to a wall, or connected to services, unless specified in Schedule B – please note that these services are chargeable. Where we are instructed to carry out any of these services, the Client confirms that they are the owner or that they are duly authorized by the owner. The Client indemnifies us against any claim that we are not entitled to carry out the instructions.
4.13 Home appliances can be connected if this service has been selected and charged for in Schedule B, and subject to the required connections, plumbing, wiring and electric supply being available in accordance with the manufacturer’s instructions and other relevant regulations. If we have to return to your property to connect an appliance because the necessary conditions for a safe installation were not in place at the original scheduled time of delivery, a charge may be payable as outlined in condition 4.16 below. Please note, we are unable to offer installation services to connect gas appliances or carry out any tasks that require a gas registered plumber, or electrician. We normally leave refrigerators switched off on delivery. Most manufacturers require that they be left standing for several hours after transportation before being used.
4.14The Supplier shall ensure that all packaging and other materials brought to the Site by the Supplier in respect of the supply of Goods shall be removed from the Site in a timely manner upon completion of installation of the Goods.
4.15 The Supplier shall ensure that, while at the Site in connection with the supply, delivery, assembly or installation of Goods under a Contract, the Supplier's employees and subcontractors shall adhere to the Site health and safety policies as notified to the Supplier or otherwise brought to the notice of the Supplier or such persons.
4.16 Additional fees may be chargeable, at the Supplier’s discretion, in the following circumstances and at the following rates;
5 Quality of Goods and Warranty
5.1 The Supplier warrants that the Goods sold to the Client shall comply in all material respects with the Specification (unless otherwise agreed by the parties in writing). Should any Goods become unavailable, the Supplier will propose a similar alternative for the Client’s written approval which is not to be unreasonably withheld or delayed. The make and model of electrical items may be subject to change dependent on stock availability.
5.2 The Supplier reserves the right to make any changes in the Specification which are required to conform with any applicable statutory or EU specification.
5.3 The Client acknowledges that it is the Client's responsibility:
(a) to ensure that the Goods will be fit for the purpose for which the Goods are intended;
(b) to undertake PAT testing of any electrical Goods; and
(c) unless expressly stated otherwise in the Contract, to ensure that any pipes, electrics or other connections to which the Goods are connected are fit for purpose and suitable for connection to the Goods and in good working order.
5.4 Subject to the remaining provisions of this condition 5, if, within the Rental Period (Warranty Period), any of the delivered Goods are proved to the reasonable satisfaction of the Supplier not to comply with the Specification due to defects in materials, workmanship or composition (manufacturer fault), the Supplier at its option will:
(a) repair or replace, free of charge, such Goods with Goods which conform in all material respects with the Specification;
(b) refund any part of the Price of such Goods that has been paid by the Client; or
(c) agree a reduced Price for such Goods.
5.5 The Supplier's obligation under condition 4 will not apply where:
(a) the Goods are assembled or re-assembled other than by the Supplier;
(b) the Goods have been subject to misuse (including any kind of use inconsistent with the Specification or the Supplier's or manufacturer's instructions);
(c) the Goods have been altered or repaired other than with the express written consent of the Supplier;
(d) any instructions for storage, care or maintenance of the Goods have not been complied with in all material respects;
(e) the defect arises as a result of wilful damage or negligence;
(f) the Goods are moved from the original delivery location, including removal to another room or unit within the same development, other than by the Supplier;
(g) the damage arises from normal wear and tear; or
(h) the Client has not paid all parts of the Price due according to the Payment Terms when the warranty claim is reported.
5.6 The remedies available to the Client under condition 4 are subject to:
(a) the Client notifying the Supplier in writing of any defect within 7 days of the date on which it did, or ought reasonably have, come to the Client's attention, and in any event within the Warranty Period;
(b) the Client, if required by the Supplier, providing the Supplier with a reasonable opportunity to inspect the Goods which the Client claims are defective; and
(c) the Client making any defective Goods available for collection by the Supplier or otherwise disposing of the defective Goods in accordance with the Supplier’s written instructions where a replacement is to be provided.
5.7 If the Supplier complies with condition 4 it shall have no further liability for breach of the warranty in condition 4.1 in respect of such Goods. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under condition 4.4(a).
5.8 Any defective Goods that have been replaced will belong to the Supplier.
6 Damage or Loss
6.1 The Client must notify the Supplier in writing in the event of any loss, accident or damage to the Goods as soon as it comes to the Client's attention, and provide a description of the damage, photographs and/or access to the Site for the Supplier to inspect the Goods when requested by the Supplier.
6.2 The Supplier will assess the damage(s) and take one or more of the following actions;
5.2.1 find that the damage is fair wear and tear and take no further action.
5.2.2 find that the damage falls under the Warranty in condition 5 and offer a remedy according to condition 5.4.
5.2.3 find that the damage or loss is chargeable as a damage and issue an invoice to the Client for damage calculated according to Schedule A. The Client should pay the invoice within 30 days of the invoice date.
5.2.4 find that the damage is so extensive that it constitutes a Total Loss as defined in condition 10.3 and charge the Client accordingly.
6.3 When an invoice for damage raised according to condition 6.2.3 has been paid, the Client will then take full title ownership of the Good(s) paid for. The Client can request that the Supplier provide a similar replacement item for the remainder of the Rental Period and can request that the Supplier dispose of the damaged Good(s) when they deliver the replacement item.
6.4 The Client shall ensure that an authorised representative is available on Site to oversee collection of the Goods at the end of the Furniture Rental Agreement and to provide instructions, directions and access relating to the building and location of the Goods. Any damages agreed at the time of collection should be noted on the collection note and signed by the Client's duly authorised representative to confirm acceptance of liability for damage charges. Allowances shall be made for fair wear and tear for which no charges will be levied. Fair wear and tear to be judged by the Supplier.
6.5 Where no authorised Client representative is available at the collection and/or willing to sign the Supplier's collection note, the Supplier will notify the Client in writing (email acceptable) of any damages or shortages to the Goods collected and attach an invoice for the charges which will be calculated according to Schedule A. If the Client wishes to challenge the charges they will respond in writing (email acceptable) within 7 working days with evidence. The Supplier will respond and their decision will be final.
6.6 All damages invoices should be paid within 30 days of the invoice date.
7 Risk and Title
7.1 The Goods shall at all times remain the property of the Supplier, and the Client shall have no right, title or interest in or to the Goods (save the right to possession and use of the Goods subject to these terms and conditions).
7.2 The Goods are at the risk of the Client from the time of delivery.
7.3 The Client shall, from the Delivery Date and for the duration of the Furniture Rental Agreement;
(a) keep the Goods insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier, and on request the Client shall produce the policy of insurance to the Supplier;
(b) notify the Supplier immediately if it becomes subject to any of the events set out in conditions 4 (a) or 10.4(b); and
(c) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 The Client's right to possession of the Goods shall terminate immediately:
(a) on the occurrence of any of the events set out at conditions 4 (a) or 10.4(b); or
(b) if the Client encumbers or in any way charges any of the Goods.
7.5 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
7.6 The Supplier may at any time require the Client to deliver up the Goods to the Supplier and, if the Client fails to do so promptly, the Supplier, its agents and employees may enter any premises of the Client or a third party where the Goods are or may be stored in order to inspect them, or, where the Client's right to possession has terminated, to recover them.
7.7 On termination of the Contract, howsoever caused, the Supplier's (but not the Client's) rights contained in this condition 7 shall remain in effect.
8 Price and Payment
8.1 Unless otherwise specified by the Supplier, the Price of the Goods shall be exclusive of all taxes and duties including, without limitation, value added tax, which (if applicable) shall be payable by the Client subject to receipt of a valid VAT invoice.
8.2 Any part of the Price which is due upon execution of the Contract shall constitute a deposit which is non-refundable except in circumstances where the Contract is terminated by the Client pursuant to condition 10.4.
8.3 All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
8.4 The Client shall make all payments due under the Contract in full, in cleared funds, without any set-off, counterclaim, discount, abatement, deduction or withholding (except for any deduction or withholding required by law).
8.5 The Supplier is provided with credit insurance by Allianz, the world’s largest credit insurance, to protect against unpaid invoices and provide debt collection services. As part of this policy service, the Supplier is required to report any overdue invoices that remain outstanding to Allianz who may then contact the Client directly to instigate and perform debt recovery. The Client agrees to indemnify the Supplier in full and hold the Supplier harmless from all expenses and liabilities that may be incurred (directly or indirectly including financing costs, including legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due) following any breach by the Client of any of their obligations under these terms.
8.6 If the Client fails to pay the Supplier any sum due pursuant to the Contract, the Client shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.
9 Limitation of Liability
9.1 The Supplier does not attempt to exclude any liability:
(a) for breach of the Supplier's obligations arising under section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(b) for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(c) for defects in products under section 2(3) of the Consumer Protection Act 1987;
(d) for fraud or fraudulent misrepresentation;
(e) for personal injury or death resulting from the Supplier's negligence; or
(f) in respect of any matter for which it would be illegal for the Supplier to exclude or to attempt to exclude its liability.
9.2 The limitations of liability set out in this condition 9 set out the Supplier's entire liability, (howsoever caused, even if it results from the Supplier's negligence or breach of statutory duty) including, but without limitation, liability which arises out of or in connection with:
(a) any of the Goods;
(b) the manufacture, sale or supply, or failure or delay in supply, of the Goods by the Supplier or on the part of the Supplier's employees, agents or sub-contractors;
(c) the delivery, assembly, installation or removal of the Goods;
(d) any breach by the Supplier of any of the express or implied terms of these Conditions or the Contract;
(e) any use made or resale by the Client of any of the Goods, or of any products incorporating any of the Goods; or
(f) any statement made or not made, or advice given or not given, by or on behalf of the Supplier.
9.3 The Supplier shall not be liable to the Client for any:
(a) loss of profit;
(b) loss of anticipated profit;
(c) loss of business;
(d) loss of contract;
(e) economic loss;
(f) overhead recovery;
(g) anticipated savings;
(h) loss of data;
(i) loss of production;
(j) depletion of goodwill;
(k) product recall; or
(l) special, indirect or consequential loss or damage, or otherwise for any costs, expenses or other claims for consequential, compensation whatsoever.
9.4 Subject to condition 9.1, the Supplier's total aggregate liability under or in connection with the Contract shall be limited to the Price the Supplier has received under the Contract in respect of the defective Goods.
9.5 Except as otherwise provided in these Conditions, all warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded the Contract.
10 Termination / Ending the Furniture Rental Agreement
10.1 Giving Notice
10.1.1 Either party shall be entitled to terminate the Contract by giving 1 months’ notice in writing to the other party. The Expiry Date shall be calculated from the Rental Period Start Date following the date the notice is given (e.g. if the Rental Period Start Date was the 10th and notice was given on 20th June, then the Furniture Rental Agreement would expire on the 9th August. If notice was given on 9th June, then the Furniture Rental Agreement would expire on the 9th July).
10.1.2 Clients should serve notice either by email to orders@loft.co.uk or in writing to Venture House, 227 Ayres Rd, Manchester, M16 0NL. Where notice is served by post to the address in this condition 10.1.2 it will be deemed to have been received two days after mailing if sent by pre-paid recorded delivery where a proof of postage can be produced.
10.1.3 The Supplier will be deemed to have served notice if written correspondence to that effect has been sent to the email address or postal address contained in the Contract Details above. Where notice is served by post to the address the Contract Details it will be deemed to have been received two days after mailing if sent by pre-paid recorded delivery where a proof of postage can be produced.
10.1.4 Where the Expiry Date falls within the Minimum Rental Period, the Price charged will be made as if the Expiry Date had fallen at the end of the Minimum Rental Period.
10.1.5 The Supplier will issue invoices for the Collection Fee and all outstanding Rental Fees within 1 week of the notice to terminate being received.
10.1.6 Notice to terminate the Furniture Rental Agreement will not be valid if the Removal Fee and all Rental Fees up to the Expiry Date are not paid within 2 weeks of the notice to terminate being given.
10.1.7 Where the Supplier gives notice to terminate the Furniture Rental Agreement to the Client, and the Client fails to pay the Collection Fee and all Rental Fees up to the Expiry Date within 2 weeks of the notice being given and/or fails to make the Goods available for collection on or before the Expiry Date, the Client will be considered to have opted to purchase the Goods as per condition 10.2 and be charged accordingly.
10.2 Purchase – Buy Out Option
10.2.1 At any point during the Furniture Rental Agreement the Client can ask the Supplier to confirm the Purchase Price which will be calculated according to the Furniture Rental Matrix in Schedule A. If the Client confirms that they want to go ahead with the purchase an invoice will be issued. The Expiry Date of the Furniture Rental Agreement will be the date on which cleared funds for full payment of the purchase invoice and all outstanding Rental Fees have been received by the Supplier.
10.2.2 The Supplier may impose purchase of the Goods on the Client where notice has been given according to condition 10.1 and the events in condition 10.1.7 have transpired.
10.3 Total Loss
10.3.1 Where Goods are unable to be returned for reasons including but not limited to theft, fire, flood, confiscation or other total loss, or where in the Supplier’s opinion Goods have suffered damages whereby the aggregate charges for damages would be greater than the total Purchase Price when calculated according to Schedule A, the Client will be compelled to purchase the Goods and be charged according to condition 10.2. The Expiry Date will be the date on which the Client informs the Supplier of the loss in writing.
10.3.2 Under no circumstances shall the Client be permitted to remove the Goods from the Site or store it at any other location without the Supplier’s prior written permission. Where the Goods are removed from the Site (regardless of whether the Supplier has agreed to the removal) the Client shall be liable for all direct and indirect costs incurred by the Supplier in locating, accessing, recovering and repatriating the Goods from the location where the Goods has been stored to the Supplier’s premises. If the whereabouts of the Goods cannot be ascertained by the Supplier after having made reasonable inquiries of the Client, it shall be treated as a Total Loss whereupon this condition 10.3 shall take effect.
10.4 Insolvency
Either party shall be entitled to terminate the Contract immediately by giving notice in writing to the other party upon the occurrence of any of the following:
(a) the other party has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given, or a resolution is passed or a petition presented to any court for the winding-up of the other party or for the granting of an administration order in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party;
(b) the other party suffers the equivalent of any similar or analogous event in (a) above in any jurisdiction.
10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
10.6 Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10.7 Where the Goods are not made available to the Supplier for collection on or before the expiry Date and in accordance with this condition 10, the Client shall become responsible for all costs incurred by the Supplier associated with our future attempts to collect.
11 Assignment
11.1 Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of the other party (not to be unreasonably withheld or delayed).
12 Force Majeure
12.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods to be supplied to the Client (without being in breach of contract and without liability to the Client) if it is prevented from or delayed in the performance of any of its obligations under the Contract due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
13 Confidentiality
13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by condition 2(b). For the purposes of this condition, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
13.2 Each party may disclose the other party's confidential information:
(a) 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 condition 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 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.
14 Dispute Resolution
14.1 Any dispute arising out of these Conditions or the Contract must first be referred to a senior executive of each party and they or their nominees shall meet in good faith in order to try to resolve the dispute.
14.2 If either party refuses at any time to participate in the procedure set out at condition 14.1, and in any event, if the dispute is not resolved within 30 days of it being raised, then either party may apply to the Courts for resolution of the relevant dispute in accordance with condition 9.
15 Notices
15.1 Notices under the Contract shall be in writing and served by personal delivery or by pre-paid recorded delivery to such address as is last notified in writing by the parties.
15.2 Notices shall be deemed to be served:
(a) on delivery where delivered personally; or
(b) two days after mailing if sent by pre-paid recorded delivery.
16 General
16.1 This 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.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure or delay by a party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.5 Any waiver by a party of any breach of, or any default under, any provision of the Contract by the other party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.6 Nothing in the Contract or these Conditions shall be construed as creating a partnership between the parties.
16.7 The parties do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.8 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.9 Subject to condition 14, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULES
Furniture Rental Matrix Schedule A
Goods Schedule B
