Talbott's Terms & Conditions

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Talbott's Biomass Energy Systems Ltd relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term Talbott's or 'us' or 'we' refers to the owner of the website whose registered office is Talbott’s Biomass Energy Systems, Unit 13, Walton Industrial Estate, Beacon Road, Stone ST15 0NN. Our company registration number is 06340312. The term 'you' refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

  • The content of the pages of this website is for your general information and use only. It is subject to change without notice.
  • Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
  • Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
  • This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
  • All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
  • Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
  • From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
  • Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
  1. Definitions
      In these terms and conditions, unless the context requires otherwise
    1. “Buyer” means the person who buys or agrees to buy the Goods from the Company
    2. “Company” means Talbott's Biomass Energy Systems Limited
    3. “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company
    4. “Delivery Date” means the date specified by the Company when the Goods are to be delivered.
    5. “Goods” means the equipment or services which the Buyer agrees to buy from the Company
  2. Effect of Conditions
    1. These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
    2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
    3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
    4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
  3. Price
    1. Unless previously withdrawn the price of the Goods shall be the Company's quoted price which shall be valid for 30 days from the date on which it is submitted to the Buyer unless such period is extended by the Company in writing
    2. The Company’s quoted price is based on information supplied by the Buyer. Where any subsequent information is received which would involve a material alteration in the specification or method of manufacture of the Goods, the Company reserves the right at its option to either amend the quotation to cover any additional cost arising from such alteration or to withdraw from the contract.
    3. Should delivery or installation of the Goods be delayed as a consequence of any act or omission on the part of the Buyer, the Company shall be entitled to increase the price of the Goods to cover any additional cost to the Company (including, without limitation, the cost of storage and fire insurance).
    4. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice.
  4. Payment
      1. A non-refundable deposit of 30% of the price and VAT shall be paid by the Buyer when the order for the Goods is made.
      2. A further 65% of the price and VAT shall be paid by the Buyer prior to the Delivery Date and the Company shall not be bound to deliver the Goods until payment has been received.
      3. The balance of the price and VAT shall be paid by the Buyer 30 days following the date of the final invoice.
    2. The Buyer shall pay the Company an administration fee of £75.00 and any reasonable costs and expenses including legal costs incurred by them in the collection of any overdue amount.
    3. Time for payment shall be of the essence.
  5. Third party finance
      In the event that payment of the price or part thereof is being made by a finance company or other similar institution the Buyer shall when the order for the Goods is made advise the Company in writing of the name and address of such company or institution and provide confirmation in writing from such company or institution that they agree to make payment of the price in accordance with the provisions of clause 4.
  6. Warranties
    1. The Company warrants:
      1. that the Goods supplied will at the time of delivery correspond to the quantity and description given by the Company.
      2. that if the Goods prove to be defective in materials or workmanship within a period of 12 months from the date of delivery (misuse and fair wear and tear excepted) then provided that all payments due under clause 4 hereof have been paid in full it will repair or replace the Goods (at its absolute discretion) free of charge. The Company shall not however be liable for the repair or replacement of any consumables.
    2. All other warranties conditions or terms relating to fitness for purpose quality or condition of the Goods whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
  7. Delivery of Goods
    1. The Company shall make every endeavour to adhere to the Delivery Date. The Delivery Date is not however guaranteed or to be deemed to be of the essence of the contract and the Company shall in no case be liable for any delay in delivery or any losses resulting directly or indirectly there-from howsoever caused and any delay in delivery shall not be sufficient cause for cancellation by the Buyer.
    2. Where no Delivery Date has been specified to the Buyer, the Buyer shall give the Company all necessary instructions and authorities and generally make all necessary arrangements so that delivery may take place within 14 days after the Company has notified the Buyer that the goods or services are ready for delivery.
  8. Acceptance of the Goods
      The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. If any such report is made the Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time thereafter and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
  9. Title and Risk
    1. The Goods shall be at the Buyer's risk as from delivery.
    2. In spite of delivery having been made property in the Goods shall not pass from the Company until:
      1. the Buyer shall have paid the price plus VAT in full; and
      2. no other sums whatever shall be due from the Buyer to the Company.
    3. Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Buyer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property.
    4. Notwithstanding that the Goods (or any of them) remain the property of the Company the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.
    5. The Company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.
    6. Until such time as property in the Goods passes from the Company the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 9.4 shall cease.
    7. The Company shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Buyer does so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
    8. The Buyer shall insure and keep insured the Goods to the full price against all risks to the reasonable satisfaction of the Company until the date the property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the rights of the Company if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
  10. Exclusion of liability
    1. The Company shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of the breach by the Company of this contract.
    2. In the event of any breach of this contract by the Company the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the price of the Goods.
    3. In the event that the Buyer declines to accept the Goods in breach of this contract the Buyer shall pay to the Company as and by way of agreed liquidated damages an amount equal to the price of the Goods less the net proceeds received by the Company on reselling the Goods after deducting the costs and expenses of resale.
  11. Miscellaneous
      If any term or provision in these Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of these Conditions and the enforceability of the remainder of these Terms and Conditions shall not be affected.
  12. Proper law of contract
      This contract of Terms and Conditions is subject to the law of England and Wales.
  1. In these Terms and Conditions and in the Service Contract the following definitions apply:
    1. “Customer” means the Customer identified in the Service Contract.
    2. “Talbott’s” means Talbott’s Biomass Energy Systems Limited.
    3. “Equipment means the equipment identified in the Service Contract but will exclude any equipment not installed and commissioned by Talbott’s.
    4. “The Schedule” means the Service and Inspection Schedule attached to the Contract.
    5. “Contract” means the Service Contract.
    6. “Service Cost” means the cost identified in the Contract as the cost of servicing which includes one days labour and travel costs only, all labour & travel outside of this period will be charged out at Talbott’s standard rates of hire, but excludes all parts.
  2. Commencement and Duration
    1. The contract will commence on the date that is signed and will renew on an annual basis subject to the following:
      1. Talbott’s may terminate the contract at the time for reasons of safety, the unsatisfactory condition of the equipment or difficulties in accessibility all of such matters to be in the exclusive judgement of Talbott’s. In the event of termination under this provision, the customer shall nevertheless be liable to pay the charges of Talbott’s for the inspection visit and in accordance with Talbott’s standard published rates current at the time of the visit.
      2. The customer may terminate the Contract at any time in writing on seven days notice but shall not be entitled to any refund.
      3. Talbott’s may terminate the Contract at any time giving seven days notice in writing.
      4. The alteration or relocation of the equipment shall be notified to Talbott’s within 14 days of such event. Talbott’s reserve the right to vary the Service Charge or terminate the contract in such circumstances.
      5. In the event that the Customer parts with possession of the premises on which the Equipment is located then save where paragraph 2.1.6 applies, the Contract shall not be entitled to a refund of any money paid.
      6. If ownership or possession of the premises on which the equipment is located changes, Talbott’s would not object to the new owner or those in possession having the benefit of the Contract for the remainder of the Contract period for which the annual payment or instalment has been paid. No refund will be made for the unexpired Contract period. The contract shall terminate immediately before its next anniversary.
      7. All service prices are subject to a price increase in line with the UK RPI as of 1st April each year, regardless of the contract renewal date. The increase will appear on the first service following this date and again at the point of contract renewal.
  3. Talbott’s Obligations
    1. Talbott’s will perform a service and inspection in accordance with the Service and Inspection Schedule attached to the Contract and for the duration of the Contract. This service price is based upon a set time period that a standard service will last. If this goes over the allotted time due to additional repairs, then a charge will be added at your respective emergency call out rate.
    2. Talbott’s will identify any remedial work or replacement parts required, falling outside the scope of the work set out in the Schedule, of which the Customer would need to place a separate order with Talbott’s and shall be invoiced immediately following the completion of work.
    3. The service will be performed within one month of the outline scheduled date, as stipulated by the service frequency, from the commencement of the Contract.
    4. Talbott’s reserve the right to use contractors to carry out all or any part of the service to be provided under the Contract.
    5. A Talbott’s emergency callout refers to any situation other then the customers scheduled service(s) in which a Talbott’s representative is required on site within 48hrs.
  4. Customer Obligations
    1. In consideration of the services of Talbott’s, the Customer shall pay the following:
      1. A Service Cost consisting of one days labour & travel per service is the amount identified in the Contract (subject to paragraph 2.1.4 above) such costs to be invoiced after the service and to be paid within 28 days of the date of the invoice.
      2. In respect of the charges, including the costs of parts supplied in the course of the service, subject to any discount, and in respect of any other invoice for parts and for labour, the Customer shall pay within 28 days of the date of the invoice.
      3. If a date has been agreed for a service or visit with either the contract signer or the named main contact and the heater cannot be worked upon for any reason (other then stated in paragraph 5.5) then the customer will be subject to a £250 call out charge for a handfed Heater or £350 for an automatic, plus mileage at agreed rate calculated as return from Talbott’s ST15 0NN to the address of the Biomass System.
    2. The Customer shall:
      1. Use the equipment only in accordance with such instructions and recommendations relating to its care and operation as may be issued by the manufacturer or as may from time to time be advised in writing by Talbott’s.
      2. Not allow any person other than Talbott’s representative or duly authorised agent to adjust, maintain, repair, replace or remove any part of the Equipment without notice in writing to Talbott’s who may then elect to terminate this Contract.
      3. Take all reasonable steps as may be necessary to ensure the safety of any of Talbott’s representatives or agents who visit any premises of the Customer.
      4. Ensure correct operation of the Equipment in accordance with manufacturer’s instruction and training. Talbott’s will not be liable in any way and in the event of incorrect operation, operator error, misuse, negligence, or careless operation.
      5. Permit Talbott’s representative or agents access to the Equipment for the purpose of servicing or any repairs arising thereafter, at a reasonable time.
  5. Exclusions
    1. The following are excluded from all Contracts (unless specifically stated in the Contract Schedule):
      1. Any defect or malfunction of the Equipment, which in the opinion of Talbott’s has arisen because of its transportation or relocation.
      2. Any work necessitated by reason of any modification, adjustment or repair made by a third party without the consent of Talbott’s.
      3. Any work necessitated by reason of any modification, adjustment to time and temperature controls without authorisation.
      4. Any defect or damage caused by a fire, lightning, explosion, flood, frost, and impact or extraneous causes.
      5. Any defect or damage occurring from a failure of the public electricity or water supply; de-scaling and any work arising from hard water scale deposits or from damage caused by aggressive water.
      6. Any defect or inadequacy which cannot be rectified for technical reasons; the replacement of decorative parts; trim or cases; any work on compensators, optimisers or microprocessor based systems controls (unless specifically identified).
      7. The replacement of boiler sections, heat exchanges or Equipment itself, the subjection of the Equipment by the Customer to unusual, physical or electrical stress, the neglect of misuse of the equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental control; and any other cause (except fair wear and tear) which is not due to the neglect or default of Talbott’s.
    2. Talbott’s shall be under no liability whatever to the Customer for any indirect, special, or consequential loss or expense (including loss of profit) of the Customer arising out of or in connection with this Contract (except in respect of death or personal injury resulting from negligence). The total liability of Talbott’s for any loss of the Customer so arising in any year of this Agreement shall not exceed the basic charge for the Annual Service.
    3. Acceptance of the Equipment components into a Contract does not imply that it is installed satisfactorily or to the prevailing industry standard. Talbott’s will not accept responsibility for any inadequacy attributable to the original design and make no warranties to the fitness for purpose or condition in respect of the period that the Service Contract has been in force.
    4. The Service Contract does not cover the replacement of the Equipment and cannot be implied as an extension to the standard twelve months warranty.
    5. Neither party shall be liable to the other for any breach of this Contract arising from circumstances beyond the reasonable control of that party (including without limitation any strike, lockout or other industrial action).
    6. Prior to large services, such as full rebricks and full ceramic filter changes, the service contract must have been taken out 3 months prior to the service to benefit from any parts discounts.
  6. Proper Law
    1. This contract is subject to the Law of England and Wales.
  1. Definitions
    1. In these Hire Conditions, unless the context requires otherwise:

      Company: means Talbott's Biomass Energy Systems Ltd (company number 06340312).

      Defect: means, in relation to the Equipment, any defect, damage, or failure to be of satisfactory quality to a description or failure to correspond to a sample.

      Delivery: means the transfer of physical possession of the Equipment to the Hirer at the Site subject to these Hire Conditions.

      Deposit: the deposit(s) payable by the Hirer to the Company as determined by clause 5.7 in the amount specified and invoiced by the Company.

      Equipment: means the biomass heater products offered by the Company from time to time for hire, including all substitutions, replacements or renewals of such Equipment, and including (where the context requires) all related accessories, manuals and instructions provided for it.

      Hire Contract: means any contract for hire of the Equipment between the Hirer and the Company, which shall be subject to these Hire Conditions.

      Hire Conditions: means the lease hire terms and conditions (as may be amended from time to time by the Company issuing updates to them) and any changes to these Hire Conditions or special terms agreed by the Company and the Hirer.

      Hirer: means the company who enters a Hire Contract with the Company to hire the Equipment.

      Hirer Responsibilities: any client responsibilities specified in a relevant Proposal issued by the Company to the Hirer in connection with a Hire Contract, and any additional responsibilities which the Company or a third party reasonably requires the Hirer to carry out for compliance with legal or regulatory obligations and these Hire Conditions from time to time.

      Installation Date: means the date specified by the Company when the Equipment is to be delivered and installed.

      Latent Defect: means any Defects which were not apparent and which could not have been discovered by the Hirer (acting reasonably) on a reasonable inspection of the Equipment.

      Minimum Term: means the minimum term for the hire of Equipment specified by the Company and agreed by the parties.

      Proposal: means a proposal (including any quote) issued at any time by the Company to the Hirer including the option for the Hirer to offer to hire the Equipment.

      Rental Payments: means the payments made by or on behalf of the Hirer for hire of the Equipment and related services (for example, any related servicing under these Hire Conditions).

      Rental Period: means the period of hire of the Equipment subject to these Hire Conditions, consisting of the Minimum Term and any continuing period after the end of the Minimum Term as determined by clause 4.

      Site: the Hirer's premises for the location of the Equipment during the Rental Period as agreed by the parties.

      Total Loss: means that the Equipment is, in the Company's reasonable opinion, damaged beyond repair, lost, stolen, seized or confiscated due to the Hirer's default, an act or omission committed on behalf of the Hirer, or circumstances within the Hirer's control.

      VAT: means value added tax or any equivalent tax chargeable in the UK.

    2. In these Hire Conditions:
      1. A reference to a company includes any company, corporation, or body corporate, wherever and however incorporated or established; and excludes any sole trader, a partnership of two or three persons (unless those persons are bodies corporate) or any other unincorporated body.
      2. A reference to writing or written includes email.
      3. Any obligation on the Hirer not to do something includes an obligation on the Hirer not to allow that thing to be done.
      4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and do not limit the sense of the words before those terms.
  2. Effect of Hire Conditions
    1. These Hire Conditions shall apply to all Hire Contracts to the exclusion of all 'exclusions' referred to in a Proposal and all other terms and conditions (including any terms or conditions which the Hirer may purport to apply under any purchase order, confirmation of order or similar document). These Hire Conditions cannot be supplemented, qualified, or limited with reference to any prior course of dealings between the parties.
    2. All orders for Equipment shall be deemed to be an offer by the Hirer to hire the Equipment pursuant to these Hire Conditions. The Hirer's offer shall be deemed accepted by the Company only when an authorised representative of the Company confirms acceptance of the order to the Hirer in writing and the Hirer has paid the applicable Deposit(s).
    3. Acceptance of delivery of the Equipment shall be deemed conclusive evidence of the Hirer's acceptance of these Hire Conditions.
    4. Any variation to these Hire Conditions (including any special terms agreed between the parties) shall be inapplicable unless agreed in writing by a director or senior hire manager of the Company, subject to clause 14.1.
    5. Any Proposal including a quote provided by the Company shall only remain open for the period specified on the quote. Acceptance of a Proposal by the Hirer shall not constitute a Hire Contract until an authorised representative of the Company confirms acceptance of the order to the Hirer in writing.
    6. The Hirer acknowledges and agrees that it is entering into this Hire Contract as a corporate body or partnership of 4 or more people for wholly or predominantly for business purposes and that this Hire Contract is therefore exempt from regulation by the Consumer Credit Act 1974.
  3. Equipment hire
    1. The Company shall hire the Equipment to the Hirer for use at the Site under a Hire Contract subject to these Hire Conditions.
    2. The Company warrants that the Hirer shall enjoy quiet possession of the Equipment during the Rental Period, subject to the Company's exercise of its rights under or in connection with these Hire Conditions or applicable law.
    3. During the Rental Period, the Hirer shall be responsible for maintaining the Equipment and for wear and tear to the Equipment. The Hirer shall keep operating and maintenance records relating to the Equipment for at least the duration of the Hire Contract and for six (6) years after the termination or expiry of the Hire Contract.
    4. On or around the end of each calendar year during the Minimum Term, unless notice to terminate the Hire Contract or the Rental Period has been given, the Company or its authorised contractor shall attend the Site to service all or part of the Equipment on the date and at the time allotted by the Company. The Hirer may request servicing for a particular date or time on reasonable written notice but the Company cannot guarantee servicing within a requested time period.
  4. Rental Period
    1. The Rental Period starts on the Installation Date and, unless terminated in accordance with these Hire Conditions, shall continue until at least the end of the Minimum Term.
    2. At the end of the Minimum Term, the Rental Period shall continue for rolling twelve (12) month periods. Each party may, without prejudice to its other rights and remedies, terminate the Rental Period with effect on the expiry of the Minimum Term (Expiration Date) or an anniversary of the Expiration Date by giving not less than three (3) months' prior written notice to the other party.
  5. Rental Payments and Deposit
    1. The Hirer shall pay the Rental Payments at the rate specified in the Proposal and as set out in the invoice submitted to it by the Company by direct debit (unless agreed otherwise in writing by the Company). The Company may invoice for the Rental Payments monthly or quarterly.
    2. The Rental Payments are exclusive of VAT (and any other applicable taxes and duties or similar charges) which shall be due at the prevailing rate on the date of the Company's invoice.
    3. The amount of the Rental Payments is fixed for the applicable Minimum Term except as specified in these Hire Conditions (including pursuant to clauses 5.4, 5.5, 5.6). If the Equipment changes or a new Minimum Term is agreed by the parties at any time, the Company may adjust the amount of the Rental Payments to reflect any upgrade to the Equipment or adjusted Rental Period.
    4. The amount of the Rental Payments is based on information supplied by the Hirer. Where any subsequent information is received which would involve a material alteration in the specification or method of manufacture of the Equipment, the Company reserves the right at its option to either amend the amount of the Rental Payments (proportionate to the Company's additional costs) for the remainder of the Rental Period or terminate the Hire Contract on three (3) months' written notice.
    5. If delivery or installation of the Equipment is delayed as a consequence of any act or omission on the part of the Hirer, the Company shall be entitled to increase the amount of the Rental Payments or invoice additional costs and expenses separately (including costs of storage and insurance), which the Hirer shall pay in accordance with these Hire Conditions.
    6. If the Hirer fails to make payment which is due to the Company by the due date, without limiting the Company's other rights or remedies, the Hirer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time.
    7. The Hirer shall pay Deposits to the Company (non-refundable) when invoiced for:
      1. initial costs and installation, promptly when the Hirer's order is accepted by the Company;
      2. initial Rental Payments, prior to the Installation Date.
    8. Time for payment of the Rental Payments is of the essence of the Hire Contract.
  6. Delivery and installation
    1. The Company shall complete Delivery of the Equipment to the Site and installation subject to performance of any applicable Hirer Responsibilities, clause 9.2, and clauses 6.2 (Installation Date), 6.3 (No specified Installation Date), 6.4 (Additional works), and 6.5 (Safe access), and subject to payment of any Deposit required pursuant to clause 5.7.
    2. The Company shall endeavour to adhere to the Installation Date. The Installation Date is not guaranteed and shall not be deemed to be of the essence of the Hire Contract. The Company shall not be liable for any delay in delivery or any losses resulting directly or indirectly from any such delay.
    3. Where no Installation Date has been specified to the Hirer, the Hirer shall give the Company all necessary instructions and authorities and generally make all necessary arrangements so that delivery may take place within fourteen (14) days after the Company has notified the Hirer that the Equipment is ready for delivery.
    4. On or prior to the Installation Date, the Company may inspect the Site and:
      1. require the Hirer to perform or procure the performance of additional Hirer Responsibilities, or
      2. perform or procure the performance of any additional works required itself (at the Hirer's cost) to ensure that the Equipment can be properly installed.
    5. If due to unforeseen circumstances the costs, time, or work required for Delivery and installation exceed that estimated by the Company, the Company may invoice additional reasonable costs and expenses incurred to the Hirer, which the Hirer shall pay promptly.
    6. To facilitate Delivery and installation and any inspection of Defects, the Hirer shall (at its sole expense) provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously.
    7. For installation of the Equipment:
      1. the Hirer must ensure that a duly authorised representative of the Hirer is present for the installation of the Equipment;
      2. the Hirer shall (subject to clause 6.9 below and except for any Latent Defects) be deemed to have examined the Equipment and found it to be in good condition, complete and fit for the intended purpose of the Equipment, and have accepted installation of the Equipment when its authorised representative accepts the installation. If required by the Company, the Hirer shall procure its authorised representative signs a receipt confirming acceptance.
    8. On Delivery of the Equipment, the Hirer shall inspect the Equipment and shall within five (5) days of Delivery notify the Company of any alleged Defect. If the Hirer reports a Defect to the Company, the Hirer shall provide the Company with reasonable opportunity to inspect the Equipment within a reasonable time after the report before using the Equipment. If the Hirer fails to comply with this clause 6.9, the Hirer shall be deemed to have accepted the Equipment as provided on Delivery and the Equipment shall be deemed to be free from any Defects that would be apparent on a reasonable examination of the Equipment.
    9. If the Hirer fails to accept Delivery and installation of the Equipment when the Company has completed Delivery and installation:
      1. the Equipment shall be deemed to have been delivered and installed at 12.00 on the date the Company completed Delivery and installation; and
      2. the Company shall arrange to store the Equipment until the Hirer takes possession of the Equipment, and shall invoice the Hirer for additional costs and expenses (including costs of storage and insurance), which the Hirer shall pay in accordance with these Hire Conditions, except where such failure is directly caused by a failure of the Company failure to comply with these Hire Conditions.
  7. Title and Risk
    1. The Equipment shall at all times remain the property of the Company, and the Hirer shall have no right, title, interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Hire Conditions).
    2. The risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on Delivery. The Equipment shall remain at the Hirer's risk during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Hirer (Risk Period) until the Company retakes possession of the Equipment.
  8. Insurance
    1. During the Rental Period and the Risk Period, the Hirer shall, at its own expense, obtain and maintain the following insurances:
      1. insurance by the Hirer, or a value and not less than its full replacement value from time to time against all usual risks of loss, damage or destruction of the Equipment to a value such as risks other than the Company may comprehensively nominate in writing.
      2. insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Company 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 and
      3. insurance against such other or further risks relating to the Equipment as may be required by applicable law, together with such other insurances as the Company may from time to time consider reasonably necessary and advise to the Hirer in writing.
    2. All insurance policies procured by the Hirer shall be endorsed to provide the Company with at least thirty (30) days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on the Company's request name the Company 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.
    3. If the Hirer fails to effect or maintain any of the insurances required under these Hire Conditions, the Company shall be entitled to effect and maintain the same, such premiums as may be necessary for that purpose and recover the same as a debt due from the Hirer.
    4. The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Company, and proof of premium payment to the Company to confirm the insurance arrangements.
    5. The Hirer shall give written notice without delay to the Company in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Hirer's possession or use of the Equipment.
  9. Hirer's Responsibilities
    1. The Hirer shall carry out and complete any Hirer Responsibilities in accordance with the relevant timescales specified by the Company to complete Delivery, installation, commissioning and ensure that the Hirer can receive the benefit of the Equipment under the Hire Contract.
    2. The Hirer shall during the Rental Period:
      1. promptly provide all reasonable assistance and information the Company may require in relation to clause 1.2.2 below. Delivery, installation, servicing, inspection, and any repairs, collection or removal of Equipment.
      2. notify the Company immediately if the Hirer is or ought to be aware that a Total Loss event may occur or that the Hirer may be subject to any of the circumstances or events specified in 12.1.6 to 12.1.11 (inclusive), including any change of control or in;
      3. ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, fuelled using only the suitable fuel types for the Equipment, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by the Company;
      4. take such steps (including compliance with any safety and usage instructions provided by the Company) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being used, serviced, cleaned or maintained by a person at work.
      5. maintain at its own expense the Equipment in good and substantial repair and condition in order to keep it in as good an operating condition as it was on Delivery.
      6. make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment without the prior written consent of the Company 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. When all substitutions, replacements, renewals made in or to the Equipment shall vest in the Company immediately on Installation.
      7. keep the Company fully informed of all material matters relating to the Equipment.
      8. 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 the Company's prior written consent.
      9. provide or procure the provision of access to the Site or any premises at which the Equipment may be located, and facilities at all reasonable times for the Company or its authorised representatives to inspect the Equipment.
      10. make copies of all operating and maintenance records available to the Company upon request, together with such additional information as the Company may reasonably require.
      11. not, without the prior written consent of the Company, part with control (including for the purposes of repair and 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.
      12. not without the prior written consent of the Company, 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 the Company against all losses, costs and expenses incurred as a result of such affixation or removal;
      13. not do anything which will or may jeapordise the right, title or interest of the Company 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 the Company may enter such land or building and recover the Equipment both during the Rental Period 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 Company of any rights such person may have or acquire in the Equipment and a right for the Company to enter onto such land or building to remove the Equipment;
      14. 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 the Company and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
      15. not use the Equipment for any unlawful purpose;
      16. ensure that at all times the Equipment remains identifiable as being the Company's property and, wherever possible shall ensure that a visible sign to that effect is attached to the Equipment.
      17. deliver up the Equipment at the end of the Rental Period at such address as the Company requires or, if necessary allow the Company or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment.
      18. not do or permit to be done anything which could invalidate the insurances referred to in clause 8.1.
    3. At the end of the Rental Period:
      1. the Hirer is solely responsible for making good the Site on and after removal of the Equipment;
      2. the Company may invoice additional costs incurred in collecting the Equipment, which the Hirer shall pay promptly.
    4. The Hirer acknowledges that the Company shall not be responsible for any theft, destruction, loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise (whether or not caused by the Hirer or its officers, employees, agents and contractors), and the Hirer shall indemnify the Company, its employees, agents and contractors in full against all liabilities, costs, expenses, damages and losses (including 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 professional costs and expenses) suffered or incurred by the Company arising out of, or in connection with any failure by the Hirer or its officers, employees, agents and contractors to comply with its obligations in this clause 9.
  10. Warranty
    1. The Company warrants that the Equipment (but not any consumables, a list of which is available on request) shall substantially conform to its product specification as provided by the Company, be of satisfactory quality and fit for the purpose held out by the Company from the date of commissioning for the duration of the Minimum Term (the Warranty Period).
    2. The Company shall use all reasonable endeavours to remedy any material Defect in the Equipment which occurred or manifested during the Warranty Period if:
      1. The Hirer shall notify the Company of the Defect in writing within seven (7) days of the Defect occurring or the Hirer becoming aware of the Defect.
      2. The Hirer facilitates a full inspection and examination of the alleged Defect by or on behalf of the Company pursuant to clause [Error! Reference source not found], on the date(s) reasonably required by the Company.
      3. The Defect was not caused, in whole or in part, by misuse, neglect, mishandling or unauthorized alteration or manipulation of the Equipment.
      4. The Defect was not caused, in whole or in part, by any information, design or any other assistance supplied by or on behalf of the Hirer; and
      5. The Defect is not directly attributable to defective material, workmanship or design.
    3. If the Company fails to remedy any material Defect in the Equipment in accordance with clause 1.2, the Company shall at the Hirer's request accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payments payable for the remainder of the Rental Period and, if relevant, return any deposit for any part of it.
  11. Limitation of liability
    1. The entire financial liability of the Company to the Hirer or any third party in each successive calendar year from the start of the Rental Period (for all claims in contract (including negligent or otherwise arising under or in connection with the Hire Contract) shall not exceed 100% (one hundred percent) of the total amount of Rental Payments paid or payable by the Hirer to the Company at the time such liability arises.
    2. Nothing in these Hire Conditions limits any liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 7 of the Supply of Goods and Services Act 1982; or
      4. any liability that legally cannot be limited under applicable law.
    3. Subject to clause 2.2, the Company shall not be liable under these Hire Conditions for any:
      1. loss of profits (whether direct or indirect);
      2. loss of sales or business contracts;
      3. loss of agreements or contracts;
      4. loss of use or anticipated savings;
      5. loss of or corruption of software, data or information;
      6. loss of or damage to goodwill;
      7. indirect or consequential loss; and if the Company was advised that such types of loss may be foreseeable in connection with the Hire Contract.
    4. Subject to clause 2.2:
      1. all other warranties, conditions, or other terms (whether express, implied by applicable law or trade custom or industry practice, or otherwise) which may relate to quality or performance of the Equipment and any other goods or services provided in connection with the Hire Contract;
      2. all other representations made by either party to or on entry into the Hire Contract.
    5. The Hirer and the Company acknowledge and agree that the limits and exclusions of liability specified in these Hire Conditions reflect the insurance cover the Company has procured and are reasonable in the context of the commercial terms and relationship between the parties. The Hirer is responsible for making its own arrangements to insure any excess liability.
  12. Termination
    1. Without affecting any other right or remedy available to it, the Company may terminate the Hire Contract with immediate effect by giving written notice to the Hirer if:
      1. the Hirer cancels the direct debit set up for payment of the Rental Payments without obtaining the Company's prior written agreement to an alternative payment method;
      2. the Hirer fails to pay any amount on the due date for payment and remains in default not less than 14 days after being notified by the Company in writing to make such payment;
      3. the Hirer commits a breach of any other clause where such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified by the Company in writing to do so;
      4. the Hirer repeatedly breaches any of the Hire Conditions or terms of the Hire 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 Hire Conditions or the terms of the Hire Contract;
      5. the Hirer acts in such a way that the Company reasonably believes that the Hirer is unwilling or unable to meet its obligations under the Hire Contract;
      6. the Hirer undergoes a change of control (whether direct or indirect);
      7. the Hirer ceases to carry on business;
      8. the Hirer has a receiver, administrative receiver, liquidator, administrator or similar officer is appointed over all or any part of its assets or undertaking and is not discharged within 30 days of such appointment;
      9. the Hirer makes an assignment for the benefit of, or a composition with, all its creditors or another arrangement of similar effect;
      10. the Hirer goes into liquidation otherwise than for the purposes of bona fide amalgamation or reconstruction; or
      11. the Hirer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Hire Conditions or the terms of the Hire Contract is in jeopardy.
    2. The Hire Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.
  13. Consequences of termination or expiry
    1. On expiry or termination of the Hire Contract, however caused:
      1. the Company's consent to the Hirer's possession of the Equipment shall terminate;
      2. the Company 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;
      3. the Hirer shall ensure the safe and proper storage of the Equipment until it has been collected by the Company; and
      4. without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to the Company on demand:
        1. all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to [Error! Reference source not found]; and
        2. any costs and expenses incurred by the Company in recovering the Equipment or in collecting any sums due under these Hire Conditions or the Hire Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
    2. On termination of the Hire Contract pursuant to clause 12.1 or clause 12.2 during the Minimum Term or following any repudiatory breach of the Hire Contract by the Hirer during the Minimum Term which is accepted by the Company without prejudice to any other rights or remedies of the Company, the Hirer shall pay to the Company on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the Hire Contract had continued from the date of such demand to the end of the Minimum Term, less the Company's reasonable assessment of the market value of the Equipment on sale.
    3. The sums payable pursuant to clause 13.2 shall be agreed compensation for the Company's loss and shall be payable in addition to the sums payable pursuant to clause 13.1.4. Such sums may be partly or wholly recovered from any deposit.
    4. Any provision of these Hire Conditions or of the Hire Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Hire Contract shall remain in full force and effect.
    5. Termination or expiry of the Hire Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Hire Contract which existed at or before the date of termination or expiry.
  14. General
    1. Entire Agreement. The Hire Contract constitutes the entire agreement between the parties, and supersedes all previous oral or written negotiations, understandings, representations and/or agreements prior to the date of the Hire Contract relating to the subject matter of the Hire Contract. If the Company reasonably believes that the Hirer's financial position may deteriorate (or has deteriorated) so far as to reasonably justify the opinion that the Hirer's ability to give effect to the Hire Conditions or the terms of the Hire Contract is in jeopardy, or that a Total Loss may occur, the Company may make changes to these Hire Conditions or any other term of the Hire Contract on written notice to the Hirer to protect the Company's rights under these Hire Conditions in relation to the Equipment, and such changes will take effect from the date specified by the Company (or if no date is specified, immediately).
    2. Each party acknowledges and agrees that in entering into the Hire Contract, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Hire Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Hire Conditions.
    3. Assignment. The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with all or any of its rights or obligations under the Hire Contract. The Hirer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with all or any of its rights or obligations under the Hire Contract.
    4. Notices. Any notice given by a party to another party under or in connection with the Hire Contract shall be in writing and:
      1. delivered by hand, pre-paid first-class post, or another next working day delivery service to the party's registered office for such other address as the other party reasonably notifies the party of. Deemed receipt shall be at the time of confirmed delivery or at 09:00 on the next working day after posting; or
      2. sent by email to an address which the party may reasonably use in relation to the other party. Deemed receipt shall be the date and time which the email was sent to an email address which the party may reasonably believe is capable of receiving the email.
    5. Severability. If any provision or part-provision of the Hire Contract or these Hire Conditions 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 Hire Contract.
    6. No waiver. A waiver of any right or remedy by a party is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    7. Rights and remedies retained. A delay or failure to exercise, or the single or partial exercise of any right or remedy by a party shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy by the party.
    8. No third-party rights. The Hire Contract does not, and is not intended to, give rights to any other person or entity under the Contract (Rights of Third Parties Act 1999).
    9. Disputes. If there is any dispute in connection with the Hire Contract (except in relation to Rental Payments or additional costs or expenses payable by the Hirer under these Hire Conditions), the parties shall use reasonable endeavors to hold good faith discussions (including attempting reasonable methods of alternative dispute resolution) to try to resolve the dispute.
    10. Governing law. The Hire Contract, 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 the law of England and Wales.
    11. 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 Hire Contract or its subject matter or formation.

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