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1. |
Definitions |
| 1.1 |
The Equipment:
means the equipment specified overleaf including all additions to it which are not the
subject of a separate agreement. |
| 1.2 |
Consumables:
means toner, developer, rollers, and drums. |
| 1.3 |
The Site:
means the location of the Equipment stated overleaf and such place as the Equipment shall
be moved to with the Company's written permission. |
| 1.4 |
Period:
means a period of one month commencing on the date that this Agreement is signed and
ending on the day preceeding that date in the following month. |
| 1.5 |
Minimum Copies:
means one thousand copies per period. |
| 2. |
Incorporation |
| 2.1 |
It is agreed by the Customer
that these terms and conditions (which supersede previous ones) shall govern the Agreement
between the parties in respect of the matters contained herein and shall prevail over any
other terms and conditions. |
| 2.2 |
No variation of these terms
and conditions and no promise not to enforce the Customers obligations hereunder shall be
effective unless signed by a Director or the Owner and any delay or failure by the owner
to enforce its rights hereunder shall not amount to a waiver of the Owner's rights to
enforce the same. |
3. |
Termination |
| 3.1 |
The Owner may terminate this
Agreement on written notice to the Customer the following circumstances in which event the
provision of 3.3 and 3.4 below shall apply; |
| 3.1.1 |
The Customer fails to pay any
monies due to the Owner under this Agreement when due, or |
| 3.1.2 |
The Customer is in breach of
this or any other Agreement with the Owner of any associated company or business of the
Owner, or |
| 3.1.3 |
The Customer attempts to sell
or jeopardise the Owner's rights in the Equipment, or |
| 3.1.4 |
The Equipment is taken under
any distress, execution or other process, or |
| 3.1.5 |
If the Customer (or if more
than one any of them) commits an act of bankruptcy or insolvency, or |
| 3.1.6 |
The Customer fails in any
period to have used more than the Minimum Copies. |
| 3.2 |
The Customer may terminate
this Agreement by giving at least 90 days prior written notice to the Owner to expire on
the anniversary date of this Agreement or any subsequent anniversary thereof. |
| 3.3 |
Return of
Equipment
Upon termination of this Agreement (howsoever caused) the Customer must return the
Equipment in good repair and condition. If the Customer does not do so the Owner will be
entitled to take back the Equipment and recover from the Customer any expenses in doing so
and also the cost of putting the Equipment in good repair and condition. |
| 3.4 |
Liability on
Termination by Owner
If the Owner terminates this Agreement under clause 3.1 above in addition to the return of
the Equipment in good repair and condition the Customer shall pay to the Owner as a
genuine estimate of the Owner's loss caused by the Customer's breach all arrears of money
due (if any) any balance payment in respect of copies made but not charged together with
the remaining monies which would have been due had the Customer terminated this Agreement
in accordance with 3.2 hereof at the earliest contractually permitted opportunity taking
into account the notice period remaining and assuming notice was given on the date of the
Owners notice of termination. The charge per Period will be based upon the average number
of copies carried out over the previous 12 months or such lesser Period as there may be or
the minimum number of copies (whichever shall be greater) less a discount of 5% per annum. |
| 4 |
Service |
| 4.1 |
Provided that the Customer is
not in breach of its obligations hereunder the Owner shall service the Equipment during
its normal business hours of 9.00am to 5.00pm Monday to Friday and except as provided for
herein will make no charge for the services nor for any Consumables used. |
| 5 |
Charges and
Payment |
| 5.1 |
The Customer shall pay to the
Owner the Monthly Payments set out overleaf at the end of each Period. |
| 5.2 |
The Monthy Payment represents
the Minimum Copies multiplied by the price per copy. At the end of every third Period or
at such other intervals as the Owner shall direct the Owner shall calculate the number of
copies made by the Customer and the Customer shall pay to the Owner such additional copies
made by the Customer in excess of the Minimum Copies for the relevant Period or Periods. |
| 5.3 |
All payments to be made by
the Customer hereunder shall be subject to VAT at the prevailing rate which shall be paid
in addition. |
| 5.4 |
All payments to be made
hereunder shall be paid by Direct Debit transfer or such other means as the Owner from
time to time require. |
| 5.5 |
Interest at 5% above the base
rate of Barclays Bank Plc shall be payable in addition to all sums due to the owner if not
paid when due. |
| 5.6 |
The Owner has the ability to
increase the monthly charge and price per copy at any time by giving at least 30 days
written notice to the Customer. In the event that the charge is increased by more than 10%
in any 12 consecutive Periods (other than increases relating to changes in the exchange
rate or taxation) the Customer may elect by notice in writing served upon the Owner prior
to the date when the increase becomes effective to terminate this Agreement. In the event
of such notice being served and provided that the Equipment is returned to the Owner and
all payments have been made in full under this Agreement by the date when the increase
becomes effective this Agreement shall terminate. |
| 6 |
Additional Charges |
| 6.1 |
The Company has carried out
repairs or maintenance to the Equipment in circumstances where under the provision of this
Agreement it was under no obligation to do so. |
| 6.2 |
The Company has carried out
repairs or maintenance to the Equipment not the subject of this or any other Service
Agreement with the Company at the request of the Customer. |
| 6.3 |
In the opinion of the Company
(based upon the Equipment manufacturers guidelines) Consumables have been supplied to the
Customer over and above those normally required for the Equipment having regard to the
number of copies produced by the Equipment such additional charge shall be for the cost of
each additional consumables. |
| 6.4 |
The Equipment has been moved
to a different site without the written consent of the Owner, such additional charge to
reflect the additional costs to the Owner resulting from such move. |
| 6.5 |
The Owner has agreed at the
request of the Customer to provide the services outside of the Owner's normal hours of
business.Such additional charges shall be at the Owner's relevant standard charge rate (or
in the case of Consumables the manufacturer's standard list price) at the time at which
they are incurred. |
| 7 |
Insurance |
| 7.1 |
The Customer must insure the
Equipment at all times during the Agreement against all risks and must keep the insurance
policy in his possession, which must be produced at the Owner's request. |
| 7.2 |
The Customer must inform the
insurer of the Owner's interest in the Equipment and in the event of a total loss claim
the Customer hereby instructs the insurer to pay direct to the Owner any monies due under
the policy. |
| 7.3 |
In the event of damage to the
Equipment and a total loss claim, then the Customer can only terminate the hiring on
payment of a sum calculated in accordance with condition 3 to the Owner. |
| 7.4 |
A total loss claim shall not
affect the continuance of this Agreement nor the Customers liability for payment of the
monthly payment. |
| 8 |
Ownership of
Consumables |
| 8.1 |
Where Consumables are
supplied by the Owner to the Customer (whether installed in the Equipment or not) the
Owner shall remain the absolute legal and equitable owner of such Consumables. |
| 9 |
Limitation of
Liability |
| 9.1 |
The Owners liability
hereunder shall be (except in relation to personal injury or death resulting from the
Owner's negligence) limited to a refund of the Monthly Payment relevant to the Period
which the Equipment is not working and for which the Owner is in breach of his
obligations. |
| 10 |
General |
| 10.1 |
Any statements express or
implied made by any servant or agent of the Owner describing the goods or the servicing
shall not be construed as representations or warranties of the contract or to have induced
or tendered to induce the Customer to enter this Agreement. |
| 10.2 |
The person signing this
Agreement for the Customer shall be deemed to be properly authorised by the Customer to do
so and the contract hereby made shall be binding upon and enforceable against the
Customer. |
| 10.3 |
All notice to the Owner
herein provided for shall be sent by the Customer in writing by 1st Class Post recorded
delivery to the Owner's registered office and the Customer must return the relevant
receipt otherwise notice shall not be considered as having been duly given unless the
Owner so conceded in writing. |
| 10.4 |
This Agreement shall be
governed by and shall be enforced in accordance with the Laws of England and the Owner and
the Customer hereby submit to the jurisdiction of the English courts. |
| 11 |
Force Majeure |
| 11.1 |
The Owner shall not be liable
to the Customer or be deemed to be in breach of the Contract by reason of any delay in
performing or any failure to perform any of the Owner's obligations in relation to the
Services if the delay or failure was due to any cause beyond the Owner's reasonable
control. Without prejudice to the generality of the foregoing to the following strikes,
lock-outs or other industrial actions or trade disputes (whether involving employees of
the Owner or of a third party) and absence or illness of the Owner's employees shall be
regarded as causes beyond the Owner's reasonable control. |
| 12 |
Joint Customers |
| 12.1 |
Where there are two or more
parties to this Agreement as Customers their liabilites hereunder shall be joint and
several. |
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