1.1 In these conditions the following words have the following meanings:
Contract means a contract which incorporates these conditions made between the Customer and the Supplier for the hire of Hire Goods and/or the sale of Products;
Customer means the person, firm, company or other organisation hiring Hire Goods and/or purchasing Products from the Supplier;
Deposit means any advance payment required by the Supplier in relation to the Hire Goods which is to be held as security by the Supplier;
Force Majeure means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events;
Hire Goods means any machine, article, tool, and/or device together with any accessories specified in a Contract which are hired to the Customer;
Hire Period means the period commencing when the Customer holds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events: (i) the physical return of the Hire Goods by the Customer into the Supplier’s possession; or (ii) the physical repossession or collection of Hire Goods by the Supplier;
Liability means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
Products means the products agreed in the Contract to be sold to the Customer by the Supplier;
Rental means the Supplier’s charging rate for the hire of the Hire Goods which is current from time to time during the Hire Period;
Supplier means Markham (Sheffield) Ltd and will include its employees, servants, agents and/or duly authorised representatives;
Services means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the hire of Hire Goods including any delivery and/or collection service for the Hire Goods.
2. Basis of Contract
2.1 These conditions shall apply to and be incorporated into the Contract and prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2 The Customer’s purchase order, or the Customer’s acceptance of a quotation for Services or for the sale of Products or for the hire of Hire Goods by the Supplier, constitutes an offer by the Customer to purchase the Services, purchase the Products or hire the Hire Goods specified in it on these conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
2.2.1 by a written acknowledgement issued and executed by the Supplier; or
2.2.2 (if earlier) by the Supplier starting to provide the Products, the Hire Goods and/or Services, when a contract on these conditions will be established.
2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
2.4 The Customer acknowledges that it has not relied on any statement, promise or representation made or given on behalf of the Supplier which is not set out in the Contract.
2.5 Any Services supplied under the Contract shall be provided by the Supplier to the Customer from the date set out in the Contract, or if no date is specified, the date of acceptance by the Supplier of the Customer’s offer in accordance with condition 2.2.
2.6 Hire Goods are hired subject to them being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Hire Goods being unavailable for hire where the Hire Goods are unavailable due to circumstances beyond the Supplier’s control.
2.7 Where hire of the Hire Goods is to a Customer who is an individual and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly the hire of any Hire Goods is not covered by the Consumer Credit Act 1974.
2.8 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Where the Customer is acting as a consumer any provision which is marked with an asterisk (*) may, subject to determination by the Courts, have no force or effect. For further information about your statutory rights contact your local authority Trading Standards Department or Citizens Advice Bureau or if based in the Republic of Ireland your local office of the Director of Consumer Affairs or Citizens Information Centre.
3.1 The amount of any Deposit, Rental, charges for any Products and/or charges for any Services which shall be due to the Supplier by the Customer shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list from time to time. Where a Deposit is required for the Hire Goods it must be paid in advance of the Customer hiring the Hire Goods. The Supplier may also require an initial payment on account of the Rental in advance of the Customer hiring the Hire Goods.
3.2 The parties agree that the Supplier may review and increase its charges for reasons including but not limited to, increases in the minimum wage, additional employment liabilities or other liabilities imposed on the Supplier by legislation or case law.
3.3 The Customer shall pay the Rental, charges for any Services, monies for any Products and/or any other sums payable under the Contract to the Supplier at the time and in the manner set out in the Contract or otherwise agreed. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.
3.4 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
3.5 *If the Customer fails to make any payment in full on the due date the Supplier may suspend delivery of Products, recover any Hire Goods and charge the Customer interest (both before and after judgment/decree) on the amount unpaid at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or at the rate of 6% above the base rate from time to time of the Supplier’s bank whichever is higher.
3.6 *The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
3.7 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
3.8 The Supplier may, in addition to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
3.9 The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract for hire of the Hire Goods and/or the provision of Services if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
4. Risk Ownership and Insurance
4.1 Risk in the Hire Goods and any Products will pass immediately to the Customer when they leave the physical possession or control of the Supplier.
4.2 Risk in the Hire Goods will not pass back to the Supplier from the Customer until the Hire Goods are back in the physical possession of the Supplier. This shall apply even if the Supplier has agreed to cease charging the Rental.
4.3 Ownership of the Hire Goods remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Goods except that they are hired to the Customer.
4.4 Ownership of any Products remains with the Supplier until all monies payable to the Supplier by the Customer for the Products and all other sums due to the Supplier from the Customer on any account have been paid in full, in cash or cleared funds.
4.5 The Customer must not deal with the ownership or any interest in the Hire Goods. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending. However the Customer may re-hire the Hire Goods to a third party with the prior written consent of the Supplier.
4.6 Until ownership of the Products has passed to the Customer, the Customer shall:
4.6.1 hold the Products on a fiduciary basis as the Supplier’s bailee;
4.6.2 store the Products (at no cost to the Suppliers) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier’s property;
4.6.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
4.6.4 maintain the Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier.
4.7 The Customer’s right to possession of the Products and/or the Hire of the Goods shall terminate immediately if the Customer:
4.7.1 has a bankruptcy order made against him or makes an arrangement or composition with his 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 Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
4.7.2 suffers or allows any execution, legal or equitable, to be levied on his/its property or obtained against him/it, fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
4.7.3 the Customer encumbers or in any way charges any of the Products.
4.8 The Supplier shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from the Supplier.
4.9 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
4.10 The Supplier may provide reasonably priced insurance in respect of the Hire Goods at an additional cost to the Rental. Alternatively the Supplier may require the Customer to insure the Hire Goods on such reasonable terms and for such reasonable risks as the Supplier may specify. The proceeds of any such insurance that relate directly to the Hire Goods shall be held by the Customer in trust for the Supplier and be paid to the Supplier on demand. The Customer must not compromise any claim in respect of the Hire Goods and/or any associated insurance without the Supplier’s written consent.
5. Delivery, Collection and Services
5.1 It is the responsibility of the Customer to collect the Hire Goods from the Supplier and return them to the Supplier at the end of the Hire Period. If the Supplier agrees to deliver or collect the Hire Goods to and/or from the Customer it will do so at its standard delivery cost and such delivery and/or collection will form part of the Services.
5.2 Where the Supplier provides Services the persons performing the Services are servants of the Customer and once the Customer instructs such person they are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions, guidance and/or advice except to the extent that the persons performing the Services are negligent.
5.3 The Customer will cooperate with the Supplier in all maters relating to the Services and will allow and/or procure the Supplier sufficient access at no charge to and from the relevant site(s) and procure sufficient unloading space, facilities, equipment and access to utilities for the Supplier’s employees, sub-contractors and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence and will inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply as such site(s).
5.4 The Supplier shall use reasonable endeavours to provide the Services, and to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall be of the essence for performance of the Services.
5.5 If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation except where the Customer is acting as a consumer and the delay is due to a Force Majeure event.
5.6 The Customer shall take delivery of the Products within  days of the Supplier giving it notice that the Products are ready for delivery.
5.7 Any dates specified by the Supplier for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.
5.8 If for any reason the Customer fails to accept delivery of any of the Products when they are ready for delivery, or the Supplier is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
5.8.1 risk in the Products shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
5.8.2 the Products shall be deemed to have been delivered; and
5.8.3 the Supplier may store the Products until delivery, whereupon the Customer shall be liable for all related costs and expenses (including without limitation, storage and insurance).
5.9 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.10 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges for losses sustained or incurred by the Supplier (including without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss of damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
6. Care of Hire Goods
6.1 The Customer shall:-
6.1.1 not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer;
6.1.2 notify the Supplier immediately after any fault breakdown, loss and/or damage to the Hire Goods;
6.1.3 take adequate and proper measures to protect the Hire Goods from theft, vandalism, misuse, damage and/or other risks;
6.1.4 notify the Supplier of any change of its address and upon the Supplier’s request provide details of the location of the Hire Goods;
6.1.5 permit the Supplier at all reasonable times and upon reasonable notice to inspect the Hire Goods including procuring access to any property where the Hire Goods are situated;
6.1.6 keep the Hire Goods at all times in its possession and control and not part with control of the Hire Goods and not remove the Hire Goods from the country where the Customer is located and/or the country where the Supplier is located without the prior written consent of the Supplier;
6.1.7 be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions except to the extent that the Supplier has agreed to provide them as part of any Services;
6.1.8 not do or omit to do anything which the Customer has been notified will or may be deemed to invalidate any policy of insurance related to the Hire Goods;
6.1.9 not continue to use Hire Goods where they have been damaged and will notify the Supplier immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person; and
6.1.10 where the Hire Goods require fuel, oil and/or electricity ensure that the proper type and/or voltage is used and that, where appropriate, the Hire Goods are properly installed by a qualified and competent person.
6.2 The Hire Goods must be returned by the Customer in good working order and condition (fair wear and tear excepted) and in a clean condition together with all insurance policies, licences, registration and other documents relating to the Hire Goods. If not returned in such a state, the Customer will pay to the Supplier all costs the Supplier incurs in rectifying any Hire Goods returned damaged or unclean. Additionally, the Customer will pay for the Supplier’s financial loss until such rectification is complete. The Customer will allow any person authorised by the Supplier to enter any premises owned or occupied by the Customer at all reasonable times to inspect or repossess the Hire Goods.
6.3 The Customer will indemnify the Supplier against any and every expense, liability financial loss, claim or proceedings whatsoever, and in respect of any death or personal injury whatsoever or damage to or loss of property whatsoever arising out of the delivery, use, non-use, repossession, collection or return of the Hire Gods or any part of it. The Customer will pay to the Supplier the replacement cost of any Hire Goods which are lost or stolen or damaged beyond economic repair.
6.4 It is the Customer’s responsibility to make sure that the Customer and all other parties who use the Hire Goods during the term of the Contract are properly instructed in their safe and correct use and that they are in possession of all instructions supplied by the Supplier.
7.1 Allowance will be made in relation to the Rental to the Customer for any non-use of the Hire Goods due to breakdown caused by the development of an inherent fault and/or fair wear and tear on condition that the Customer informs the Supplier as soon as practicable of the breakdown.
7.2 The Customer shall be responsible for all expenses, loss (including Loss of Rental) and/or damage suffered by the Supplier arising from Any breakdown of the Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods.
7.3 The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs which are required due to fair wear and tear and/or an inherent fault in the Hire Goods. The Customer will be responsible for the cost of all repairs necessary to Hire Goods during the Hire Period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Supplier while carrying out routine maintenance and/or repairs.
7.4 The Customer must not repair or attempt to repair the Hire Goods unless authorised to do so in writing by the Supplier.
8. Loss or Damage to the Hire Goods
8.1 If the Hire Goods are returned in damaged, unclean and/or defective state except where due to fair wear and tear and/or an inherent fault in the Hire Goods the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for re-hire and to pay the Rental, in accordance with the provisions of condition 8.3, until such repairs and/or cleaning have been completed.
8.2 The Customer will pay to the Supplier the replacement cost of any Hire Goods which are lost, stolen and/or damaged beyond economic repair during the Hire Period less the amount paid to the Supplier under any policy of insurance taken out in accordance with these conditions.
8.3 The Customer shall pay the Rental for the Hire Goods up to and including the date it notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair. From that date until the Supplier has replaced such Hire Goods the Customer shall pay, as a genuine pre-estimate of lost rental profit, a sum as liquidated damages being equal to two thirds of the Rental that would have applied for such Hire Goods for that period. The Supplier shall use it reasonable commercial endeavours to purchase replacements for such Hire Goods as quickly as possible using the monies paid under condition 8.2 above.
9. Termination by Notice
9.1 If the Hire Period has a fixed duration, subject to the provisions of condition 10 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.
9.2 If the Hire Period does not have a fixed duration either of the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party any agreed period of notice.
9.3 If no period of notice has been agreed or specified
9.3.1 the Customer may terminate the Hire Period by the physical return of the Hire Goods to the Supplier; and
9.3.2 the Supplier shall be entitled to terminate the hire of the Hire Goods by giving not less than 7 days’ notice to the Customer.
10.1 If the Customer:-
10.1.1 fails to make any payment to the Supplier when due without just cause;
10.1.2 breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
10.1.3 persistently breaches the terms of the Contract;
10.1.4 provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
10.1.5 pledges, charges or creates any form of security over any Hire Goods or proposes to compound with its creditors, creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition/Petition for Sequestration presented against it or the Customer takes or suffers any similar action in any jurisdiction;
10.1.6 being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;
10.1.7 appears reasonably to the Supplier due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or
10.1.8 appears reasonably to the Supplier to be about to suffer any of the above events; then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in condition 10.2 below.
10.2 If any of the events set out in condition 10.1 above occurs in relation to the Customer then:-
10.2.1 except where the Customer is acting as a consumer the Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Hire Goods and/or Products owned by the Supplier may be and repossess any Hire Goods and/or Products;
10.2.2 the Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;
10.2.3 the Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or
10.2.4 all monies owed by the Customer to the Supplier shall immediately become due and payable.
10.3 Any repossession of the Hire Goods and/or Products shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Hire Goods and/or Products.
10.4 Upon termination of the Contract the Customer shall immediately:
10.4.2 pay to the Supplier all arrears for Rentals, charges for any Services, monies for any Products and/or any other sums payable under the Contract
10.4.1 return the Hire Goods to the Supplier or make the Hire Goods available for collection by the Supplier as requested by the Supplier; and
11. Limitations of Liability
11.1 This condition sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
11.1.1 any breach of the Contract;
11.1.2 any use made by the Customer of the Services, the Products, the Hire Goods or any part of them; and
11.1.3 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
11.2 *All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.
11.3 *If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property.
11.4 Any defective Hire Goods must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Hire Goods.
11.5 *The Supplier shall have no Liability to the Customer if, without just cause, any monies due in respect of the Hire Goods and/or the Services have not been paid in full by the due date for payment.
11.6 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Hire Goods and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
11.7 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.
11.8 *The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.
11.9 The Supplier shall have no Liability to the Customer for any:-
11.9.1 *consequential losses (including loss of profits, damage to goodwill, loss of anticipated savings, loss of use, loss of data and/or loss of goods);
11.9.4 business interruption, loss of business, contracts and/oropportunity.
11.9.2 economic and/or other similar losses;
11.9.3 special damages and indirect losses; and/or
11.10 *The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract shall not exceed the amount of the Rental and charges for Services (if any) under that Contract or the sum of [£1,000/e1250] whichever is the higher. To the extent that any Liability of the Supplier to the Customer would be met by any insurance of the Supplier then the Liability of the Supplier shall be extended to the extent that such Liability is met by such insurance.
11.11 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
11.11.1 Liability for breach of contract;
11.11.2 *Liability in tort/delict (including negligence); and
11.11.3 *Liability for breach of statutory and/or common law duty; except condition 11.9 above which shall apply once only in respect of all the said types of Liability.
11.12 Nothing in these conditions shall exclude or limit the Liability of the Supplier for death or personal injury due to the Supplier’s negligence nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law including any Liability incurred as a result of fraud or fraudulent misrepresentation by the Supplier.
12.1 Upon termination of the Contract the provisions of conditions 3.2, 3.4, 3.5, 6, 8.1, 8.2 and 8.3 shall continue in full force and effect.
12.2 Each hire of an item of Hire Goods shall form a distinct Contract which shall be separate to any other Contract relating to other Hire Goods.
12.3 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.
12.4 *The Customer agrees to indemnify and keep indemnified the Supplier against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Supplier and arising from or due to any breach of contract, any tortious/delictual act and/or omission and/or any breach of statutory duty by the Customer.
12.5 *No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
12.6 If any provision of these conditions is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of these conditions or the Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
12.7 The Supplier shall have no Liability to the Customer for any delay and/or non performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
12.8 No variation of the Contract or these conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
12.9 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
12.10 These conditions and the Contract constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
12.11 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract). Nothing in this condition shall limit or exclude any liability for fraud.
12.12 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
12.13 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.14 All third party rights are excluded and no third parties shall have any rights to enforce the Contract. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Goods. Such finance company shall, subject to the Supplier’s consent, have the right to enforce this Contract as if they were the Supplier.
12.15 This Contract is governed by and interpreted in accordance with the law of the country where the Supplier is located and that country will have exclusive jurisdiction in relation to these conditions and the Contract.