Terms & Conditions

PLEASE NOTE THAT THESE TERMS ARE USED WITH TRADERS AND WITH CONSUMERS AND IN CERTAIN AREAS DIFFERENT PROVISIONS APPLY TO EACH AS FOLLOWS: 

• Part A: General Terms applying to Traders and Consumers; 

• Part B: Terms applying only to Consumers; and 

• Part C: Terms applying only to Traders. 

A "Trader" means a person acting for purposes relating to that person's trade, business, craft or profession, whether acting personally or through another person acting in the trader's name or on the trader's behalf. 

A "Consumer" means an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession. 

Before placing an order, the Hirer should read these Terms carefully as they contain important information about HSS SERVICE GROUP LIMITED and the Contract. 

WHERE THE HIRER IS A CONSUMER, THE HIRER'S ATTENTION IS DRAWN IN PARTICULAR TO THE SECTIONS CONCERNING HSS SERVICE GROUP LIMITED LIABILITY TO THE HIRER SET OUT IN PART B. 

PART A: GENERAL TERMS APPLYING TO TRADERS AND CONSUMERS 

1. DEFINITIONS 

1.1 In these Terms: the following words and expressions shall, unless the context or circumstances require otherwise, have the meanings assigned to them below: 

“Additional Charges” means charges applicable to the provision of the Equipment which are charged in addition to the Charges including those additional costs and expenses referred to in these Terms; 

“Charges” means the charges set out in the Contract or if no charges are detailed in the Contract, HSS SERVICE GROUP LIMITED standard charges for the relevant Equipment in force on the date HSS SERVICE GROUP LIMITED issues a written acceptance of the Order to the Hirer;

“Commencement Date” means the date on which the relevant Contract is formed in accordance with clause 3.2; 

“Contract” means the contract between HSS SERVICE GROUP LIMITED and the Hirer formed in accordance with clause 3.2; 

“Damage Waiver” means the optional waiver of liability for payment by the Hirer for damage to Equipment as set out in clause 7; 

“Deposit” has the meaning given in clause 6.3; 

“Equipment” means the items of equipment to be hired by the Hirer as listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for the equipment; 

“Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

“Hire Period” means the period of hire of the Equipment as set out in the Contract, unless the Contract is terminated earlier in accordance with these Terms or extended by agreement between HSS SERVICE GROUP LIMITED and the Hirer; 

“Hirer” means the Consumer or Trader set out as such in the Contract; 

“HSS SERVICE GROUP LIMITED” means the relevant HSS SERVICE GROUP LIMITED company set out in the Contract; 

“Order” means the individual orders for the hire of Equipment placed by the Hirer from time to time in a branch, over the telephone, via our website or the HSS SERVICE GROUP LIMITED app in accordance with these Terms; 

“Replacement Cost” means the cost of replacing with new any item of Equipment or part of it including but not limited to the cost of the item or part of it, any unpaid Charges that would otherwise have been paid by the Hirer were it not for such replacement, and a reasonable administrative charge to be determined by HSS SERVICE GROUP LIMITED covering the cost to HSS SERVICE GROUP LIMITED of administering the replacement;

“Site” means any premises or location at which the Equipment is to be delivered to or collected from or is otherwise located; 

“Supplier” means (where applicable) the third party from whom HSS SERVICE GROUP LIMITED will hire the Equipment and then rehire such Equipment to the Hirer pursuant to these terms; 

“Terms” means these terms and conditions. 

1.2 references to the singular include the plural and vice versa and references to any gender include every gender; 

1.3 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality); 

1.4 in the event that there is a conflict between Part A, Part B and Part C, Part A shall prevail and then Part B in the case of a Consumer and Part C in the case of a Trader; and 

1.5 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions shall be construed without limitation and accordingly shall not limit the meaning of the words preceding them. 

2. INFORMATION ABOUT HSS SERVICE GROUP LIMITED AND CONTACTING HSS SERVICE GROUP LIMITED 

2.1 Who is HSS SERVICE GROUP LIMITED. The name, company registration number, registered office address and VAT number of the relevant HSS SERVICE GROUP LIMITED company from which the Equipment will be hired is set out in the Contract. 

2.2 How to contact HSS SERVICE GROUP LIMITED. If the Hirer has any questions or if the Hirer has any complaints, the Hirer should contact HSS SERVICE GROUP LIMITED via any of the methods available at www.thehireservicecompany.com/hire/contact-us. 

2.3 How HSS SERVICE GROUP LIMITED may contact the Hirer. If HSS SERVICE GROUP LIMITED has to contact the Hirer, HSS SERVICE GROUP LIMITED will do so by telephone or by writing to the Hirer at the email address or postal address the Hirer provides to HSS SERVICE GROUP LIMITED in the Order. 

3. FORMATION OF CONTRACT AND ORDERS 

3.1 The Hirer’s Order is an offer to hire from HSS SERVICE GROUP LIMITED. Each Order placed by the Hirer will be an offer by the Hirer to hire the Equipment on these Terms. The Hirer will ensure that each Order is accurate and complete and that the Equipment is suitable for the Hirer’s requirements. 

3.2 How we, HSS SERVICE GROUP LIMITED, accept the Order. A Contract will be formed between HSS SERVICE GROUP LIMITED and the Hirer for the provision of the Equipment set out in the Order, when HSS SERVICE GROUP LIMITED issues a written acceptance (including by email) of the Order to the Hirer. 

3.3 HSS SERVICE GROUP LIMITED may not accept your Order. If HSS SERVICE GROUP LIMITED is unable to accept an Order for any reason, HSS SERVICE GROUP LIMITED will inform the Hirer of this and will not charge for the Equipment. 

3.4 When will the Contract commence. The Contract shall commence on the Commencement Date and shall continue for the Hire Period unless terminated earlier in accordance with these Terms. 

3.5 Availability of Equipment. If we cannot supply the Equipment at the start of the Hire Period, we may need to substitute it with an alternative of equivalent standard. You may elect to refuse a substitute we offer in which case we will refund any money you have paid in advance for the Equipment. 

3.6 Orders may be fulfilled by our suppliers. Your Order may be fulfilled by one of our suppliers. In such cases: 

3.6.1 the Equipment may not be delivered by HSS SERVICE GROUP LIMITED. The Hirer shall ensure that it carries out adequate inspection of the Equipment on delivery and shall note any shortages or damages on the delivery documents; and 

3.6.2 the charges for the Equipment will be payable by the Hirer to HSS SERVICE GROUP LIMITED in accordance with the payment terms set out in these Terms. In addition, HSS SERVICE GROUP LIMITED may invoice the Hirer for any Additional Charges which may be levied against HSS SERVICE GROUP LIMITED by the Supplier in relation to the Contract or the Equipment. 

3.7 Minimum Hire Period. A minimum hire period may apply to the Equipment. The Hirer may not terminate any Contract in respect of the hire of Equipment prior to the expiry of any minimum Hire Period. Where the Hirer purports to cancel or terminate the Contract where HSS SERVICE GROUP LIMITED is not at fault prior to the expiry of any minimum Hire Period, the full charges for the Equipment shall continue to be chargeable for the remainder of the minimum Hire Period. 

4. THE EQUIPMENT 

4.1 HSS SERVICE GROUP LIMITED retains ownership of the Equipment. The Hirer acknowledges that the Equipment remains at all times the property of HSS SERVICE GROUP LIMITED or the Supplier (as applicable). The Hirer has no right, title or interest in the Equipment except that it is hired to the Hirer in accordance with the terms of the Contract. 

4.2 The Hirer will have quiet possession of the Equipment. HSS SERVICE GROUP LIMITED and the Supplier (as applicable) shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Hirer’s quiet possession of the Equipment during any Hire Period. 

4.3 Hirer to notify HSS SERVICE GROUP LIMITED of issues with, or caused by the Equipment. The Hirer shall immediately notify HSS SERVICE GROUP LIMITED of any loss, accident, damage or defect in the Equipment or if the Hirer considers that the Equipment may cause damage to the Hirer’s property. 

4.4 HSS SERVICE GROUP LIMITED may access a Site to inspect and repair the Equipment. The Hirer shall grant (or shall procure that HSS SERVICE GROUP LIMITED, the Supplier or their authorised representatives are granted) access to the Site at all such reasonable times on reasonable notice to: 

4.4.1 inspect the Equipment and ensure the Hirer’s compliance with its obligations under the Contract; and/or 

4.4.2 carry out any inspections or repairs of the Equipment. 

4.5 The Hirer will replace any fuel in the Equipment. Where the Equipment is supplied with fuel, the Hirer shall return the Equipment with the same or a greater amount of fuel. HSS SERVICE GROUP LIMITED shall be entitled to charge the Hirer for any refuelling costs if the Hirer fails to comply with this clause 4.5, at such rates as may be notified to the Hirer from time to time. 

4.6 Use and storage of the Equipment by Hirer. The Hirer: 

4.6.1 shall keep the Equipment in good repair and condition, (fair wear and tear only excepted) but the Hirer shall not repair or allow any third party (other than the Supplier and only where directed by HSS SERVICE GROUP LIMITED) to repair the Equipment and shall notify HSS SERVICE GROUP LIMITED immediately if any repair is necessary; 

4.6.2 shall where the Equipment requires fuel, oil and/or electricity, ensure that the proper type of fuel, oil and/or voltage is used; 

4.6.3 shall not sell, licence or create any security interest or type of preferential arrangement on or over the Equipment; 

4.6.4 shall use the Equipment in compliance with all laws and applicable regulations including any health and safety legislation which relates to the use of the Equipment and in accordance with any operating and/or safety instructions provided to or supplied to the Hirer by HSS SERVICE GROUP LIMITED; 

4.6.5 shall not make any alteration to the Equipment (including defacing or covering up any name plate or mark); 

4.6.6 shall not without the prior written consent of HSS SERVICE GROUP LIMITED, 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; 

4.6.7 shall not, without the prior written consent of HSS SERVICE GROUP LIMITED, part with control of the Equipment; 

4.6.8 shall not do or permit to be done anything which could invalidate HSS SERVICE GROUP LIMITED’ or the Supplier’s insurances; 

4.6.9 is responsible for the security of the Equipment whilst in the Hirer’s possession; and 

4.6.10 will take all appropriate measures to secure the Equipment at the Site, including when not in use. 

4.7 Damage to or loss of Equipment. Subject to clause 7, the Hirer shall pay HSS SERVICE GROUP LIMITED: 

4.7.1 all costs and expenses in respect of: (i) rectifying any damage to the Equipment (fair wear and tear excepted) which occurred during the period in which the Equipment was at the Hirer’s risk; and (ii) cleaning the Equipment following collection of the Equipment, in each case to return the Equipment to a condition fit for rehire. Such costs and expenses shall be confirmed to the Hirer by HSS SERVICE GROUP LIMITED, subject to supporting documentation. In addition, the Hirer will continue to pay the Charges until any repairs and or cleaning have been completed; and 

4.7.2 the Replacement Cost in respect of lost or stolen Equipment and/or Equipment which is beyond economic repair and the Hirer will continue to pay the Charges, until the Replacement Cost has been received by HSS SERVICE GROUP LIMITED. 

4.8 Consequences of expiry or cancellation of the Contract. On expiry or cancellation of the Contract for whatever reason all Equipment at such time in the possession of the Hirer shall immediately become due for return to HSS SERVICE GROUP LIMITED or its nominated supplier.

4.9 HSS SERVICE GROUP LIMITED requires access to recover or substitute the Equipment. The Hirer will grant, and will ensure that the owner of any third party premises will grant to HSS SERVICE GROUP LIMITED or the Supplier, their agents, employees and sub-contractors the right at any time to enter any premises where the Equipment is or may be stored in order to recover or substitute the Equipment. The rights granted in this clause 4.9 are without prejudice to any rights and remedies of HSS SERVICE GROUP LIMITED. 

4.10 Substitution of the Equipment. HSS SERVICE GROUP LIMITED may substitute the Equipment from time to time with an alternative piece of equipment of an equivalent standard. HSS SERVICE GROUP LIMITED will give you reasonable notice if it intends to do this. 

5. DELIVERY AND COLLECTION 

5.1 When HSS SERVICE GROUP LIMITED will provide the Equipment. During the order process HSS SERVICE GROUP LIMITED will let the Hirer know when HSS SERVICE GROUP LIMITED or the Supplier (as applicable) will provide the Equipment. 

5.2 HSS SERVICE GROUP LIMITED is not responsible for delays outside of HSS SERVICE GROUP LIMITED’ control. If the supply of the Equipment is delayed by an event outside HSS SERVICE GROUP LIMITED’ control (including but not limited to any disruption or delay to HSS SERVICE GROUP LIMITED’ business or supply chains arising as a result of the United Kingdom’s exit from the European Union or any form of health epidemic) then HSS SERVICE GROUP LIMITED will contact the Hirer as soon as possible to let the Hirer know and HSS SERVICE GROUP LIMITED will take steps to minimise the effect of the delay. HSS SERVICE GROUP LIMITED will not be liable for delays caused by any event outside HSS SERVICE GROUP LIMITED’ control, but if there is a risk of substantial delay the Hirer may contact HSS SERVICE GROUP LIMITED to end the Contract and receive a refund for any Equipment paid for but not received. 

5.3 If the Hirer does not allow access to provide the Equipment. If the Hirer does not allow or procure HSS SERVICE GROUP LIMITED or the Supplier access to its property to provide the Equipment as arranged HSS SERVICE GROUP LIMITED may charge the Hirer additional costs incurred by HSS SERVICE GROUP LIMITED as a result. If, despite HSS SERVICE GROUP LIMITED’ or the Supplier’s reasonable efforts, the Hirer is not contactable or access to the Hirer’s property cannot be re-arranged within a reasonable period of time, HSS SERVICE GROUP LIMITED may end the contract. It is the Hirer’s responsibility to ensure that the Site has been inspected by the Hirer and that the Site is adequately prepared to allow HSS SERVICE GROUP LIMITED or the Supplier to access it to effect Delivery in a safe manner without causing damage. The Hirer acknowledges that HSS SERVICE GROUP LIMITED or the Supplier may effect deliveries or collections in large, heavy commercial vehicles and will hold HSS SERVICE GROUP LIMITED harmless in the event of any damage caused by lack of Site preparation by the Hirer, to include poor access routes and/or ground conditions. If the Hirer has any concerns around access and safe 6 delivery, this should be raised with HSS SERVICE GROUP LIMITED staff prior to completing an Order and noted on the Order, failing which HSS SERVICE GROUP LIMITED shall have no liability for damage to Site or delayed or failed delivery and the Hirer shall be liable for any related charges, including redelivery charges. 

5.4 When the Hirer becomes responsible for the Equipment. Delivery will occur when the Equipment is made available to the Hirer at the delivery address (whether at HSS SERVICE GROUP LIMITED’ premises or at the Site). Unless otherwise agreed by the parties in writing, risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on delivery in accordance with this clause and will return to HSS SERVICE GROUP LIMITED (or its Supplier as applicable) once loading of the Equipment onto the collection vehicle is complete. For the avoidance of doubt, where the Hirer contacts HSS SERVICE GROUP LIMITED or otherwise uses the HSS SERVICE GROUP LIMITED app to off-hire the Equipment, risk will always remain with the Hirer until loading onto the collection vehicle is complete. 

5.5 What will happen if the Hirer does not give required information to HSS SERVICE GROUP LIMITED. HSS SERVICE GROUP LIMITED may need certain information from the Hirer so that HSS SERVICE GROUP LIMITED can supply or arrange the supply of the Equipment, for example, delivery details. HSS SERVICE GROUP LIMITED will contact the Hirer to ask for this information. If the Hirer does not give HSS SERVICE GROUP LIMITED this information within a reasonable time of HSS SERVICE GROUP LIMITED asking for it, or if the Hirer gives HSS SERVICE GROUP LIMITED incomplete or incorrect information, HSS SERVICE GROUP LIMITED may either end the Contract or make an additional charge of a reasonable sum to compensate HSS SERVICE GROUP LIMITED for any extra work that is required as a result. HSS SERVICE GROUP LIMITED will not be responsible for supplying the Equipment late or not supplying any part of it if this is caused by the Hirer not giving HSS SERVICE GROUP LIMITED the information HSS SERVICE GROUP LIMITED needs within a reasonable time of HSS SERVICE GROUP LIMITED asking for it. 

5.6 If the Hirer does not allow access to collect the Equipment. The Hirer shall grant or procure the grant of access to the Site to HSS SERVICE GROUP LIMITED or the Supplier to allow the collection of the Equipment and make the Equipment available for collection by HSS SERVICE GROUP LIMITED or the Supplier on the date and time agreed between HSS SERVICE GROUP LIMITED and the Hirer. If HSS SERVICE GROUP LIMITED or the Supplier is unable to collect the Equipment as arranged HSS SERVICE GROUP LIMITED may charge the Hirer any additional costs incurred by HSS SERVICE GROUP LIMITED as a result. 

5.7 Branch collections and returns. When a Hirer wishes to collect or return HSS SERVICE GROUP LIMITED owned Equipment from or to an HSS SERVICE GROUP LIMITED branch or place of business, it shall be the Hirer’s responsibility to prepare its vehicle so that the collection/return can be carried out without damage being caused to such vehicle or injuries being sustained by the Hirer or by HSS SERVICE GROUP LIMITED staff and the Hirer shall hold HSS SERVICE GROUP LIMITED harmless in the event of contravention of this. In addition, the Hirer must only return any HSS SERVICE GROUP LIMITED owned Equipment to an HSS SERVICE GROUP LIMITED branch in the same country that the Equipment was supplied or collected from (specifically, such Equipment collected in Northern Ireland must be returned in Northern Ireland). Should the Hirer have any doubt as to whether these requirements can be complied with, it should ask HSS SERVICE GROUP LIMITED to arrange a collection/delivery, subject to Charges (as applicable). 

6. CHARGES AND PAYMENT 

6.1 Where to find the Charges. The Charges (which includes VAT) will be the price indicated on the order pages (or otherwise notified to the Hirer) when the Hirer places the Order. 

6.2 Variation of the Charges. HSS SERVICE GROUP LIMITED will be entitled to vary the Charges and any Additional Charges at any time by giving written notice to the Hirer to reflect any variation in the cost of supplying the Equipment which arises as a consequence of: 

6.2.1 any variation in the Hirer’s requirements for the Equipment; 

6.2.2 any increase in the costs payable to the Supplier; 

6.2.3 any information provided by the Hirer being inaccurate or incomplete; or 

6.2.4 any failure or delay by the Hirer in providing information. 

6.3 A deposit or other payment information may also be required. At the time the Equipment is ordered, HSS SERVICE GROUP LIMITED may also require the Hirer to pay a deposit and/or require the Hirer to provide details of a valid credit or debit card and allow HSS SERVICE GROUP LIMITED to take a deposit. 

6.4 Status of the Deposit. The Deposit shall be a deposit against default by the Hirer of payment of any Charges or any Additional Charges or any loss of or damage caused to the Equipment. 

6.5 HSS SERVICE GROUP LIMITED may off-set the Deposit against amounts owed by the Hirer to HSS SERVICE GROUP LIMITED. If the Hirer fails without due cause to make any payment of the Charges or any Additional Charges or any Replacement Cost or causes any loss or damage to the Equipment (in whole or in part), HSS SERVICE GROUP LIMITED shall be entitled to apply the Deposit in part or in whole against any such costs and by providing the Deposit the Hirer specifically consents to this. 

6.6 Return of Deposit. Unless HSS SERVICE GROUP LIMITED is entitled to make a deduction from the Deposit in accordance with clause 6.5, the full amount of the Deposit will be returned to the Hirer at the end of the Hire Period. 

6.7 When the Hirer must pay and how. The Hirer must pay the Charges at the time agreed in the Contract. Unless otherwise agreed by the parties in writing or in the Contract, any invoices submitted by HSS SERVICE GROUP LIMITED shall be paid by the Hirer within a period of thirty (30) days from the end of the month in which the relevant invoice is issued. 

6.8 HSS SERVICE GROUP LIMITED will pass on changes in the rate of VAT. If the rate of VAT changes between the Order date and the date HSS SERVICE GROUP LIMITED supplies the Equipment, HSS SERVICE GROUP LIMITED will adjust the rate of VAT that the Hirer pays, unless the Hirer has already paid for the Equipment in full before the change in the rate of VAT takes effect. 

6.9 HSS SERVICE GROUP LIMITED can charge interest if the Hirer pays late. If the Hirer is a Consumer, the provisions of clause B 15 shall apply. If the Hirer is a Trader, the provisions of clause C 20.5 shall apply. 

6.10 Other remedies of HSS SERVICE GROUP LIMITED for late payment. Should any portion of an account fall overdue then the total account will become due on demand. The Hirer will be responsible for reasonable legal charges incurred by HSS SERVICE GROUP LIMITED in the recovery of amounts due or the recovery of the Equipment. In addition HSS SERVICE GROUP LIMITED is entitled to suspend further services to the Hirer. 

7. DAMAGE WAIVER 

Damage Waiver may be offered to the Hirer or, in some cases, may be a requirement by HSS SERVICE GROUP LIMITED of its Contract with the Hirer. The provisions of clauses 7.1 to 7.5 shall apply if Damage Waiver has been taken up by the Hirer. It is important to note that Damage Waiver only provides you with cover as set out in this Clause 7.

7.1 Damage Waiver: Subject to the remainder of this clause 7, if the Hirer pays the Damage Waiver charge, being a sum equal to 16% of the Charges (where available as an option), HSS SERVICE GROUP LIMITED will waive any further charges for:

7.1.1 rectifying accidently damaged Equipment; and/or 

7.1.2 theft of the Equipment. 

7.2 Conditions of Damage Waiver applying: The waiver provided by Damage Waiver is subject to the following conditions: 

7.2.1 the Hirer must be able to demonstrate that reasonable care has been taken to prevent theft; 

7.2.2 theft of Equipment must be reported to the Police and a crime reference number obtained; and 

7.2.3 the Hirer must notify HSS SERVICE GROUP LIMITED within forty eight (48) hours of the theft, obtain an HSS SERVICE GROUP LIMITED theft report form via the Contact us section of www.thehireservicecompany.com and return it as instructed. 

7.3 When Damage Waiver will not apply. Damage Waiver shall not apply and the Hirer shall be responsible for any damage to, or loss of, the Equipment in the following circumstances: 

7.3.1 theft of consumable goods; 

7.3.2 theft due to the dishonesty, wilful default or negligence of the Hirer, its employees, sub-contractors or agents; 

7.3.3 theft where the Equipment was left unattended overnight outside a secured compound or building; 

7.3.4 theft from a vehicle where the Equipment was left visible and unattended; 

7.3.5 loss of Equipment revealed only when an inventory is made or at collection; 

7.3.6 loss arising from civil disturbance; and/or 

7.3.7 loss occurring outside the UK. 

7.4 Limitations and exclusions for Damage Waiver: Damage Waiver does not cover the following and the Hirer shall remain responsible to HSS SERVICE GROUP LIMITED for: 

7.4.1 the first £50 or 20% of the Replacement Cost (whichever is the greater amount) of any Equipment damage or loss claim and any and all amounts of damage or loss exceeding £5,000 for any single Contract; 

7.4.2 tyre punctures and/or Replacement Costs due to irreparable tyre damage; 

7.4.3 damage or loss caused by the Hirer’s negligence, damage or breach of the Contract including damage or loss connected to the Hirer’s obligations set out in clause 4.6; and 

7.4.4 damage or loss caused by or contributed to as a result of the misuse, neglect, alteration, mishandling or unauthorised manipulation of the Equipment by the Hirer. 

8. ENDING THE CONTRACT 

8.1 Automatic termination at day 88 of the Contract term. Where the hire is to a Hirer who is an “individual” (which includes without limitation a sole trader or partnership) under the Consumer Credit Act 1974, the Hire Period shall not exceed 88 days, after which time the relevant Contract shall be deemed to have automatically terminated. 

8.2 Grounds for mutual termination. Either party may, immediately on giving written notice to the other party, terminate the Contract and/or the relevant Contract without payment of compensation if the other party: 

8.2.1 commits a material breach of the Contract which is incapable of remedy; 

8.2.2 commits a material breach of the Contract which can be remedied but fails to remedy that breach within seven (7) days of a written notice setting out the breach and requiring it to be remedied being given by the other party; and/or 

8.2.3 becomes Insolvent and each party shall notify the other party immediately upon becoming Insolvent. 

8.3 Termination on Notice. Subject to clause 3.7, either party may terminate the Contract on giving the other party not less than five (5) days’ notice in writing. 

8.4 HSS SERVICE GROUP LIMITED’ rights to terminate. HSS SERVICE GROUP LIMITED may terminate the Contract immediately on giving written notice to the Hirer if: 

8.4.1 the Hirer does not, within a reasonable time of us asking for it, provide HSS SERVICE GROUP LIMITED with information that is necessary for HSS SERVICE GROUP LIMITED to provide the Equipment; 

8.4.2 the Hirer does not, within a reasonable time, allow HSS SERVICE GROUP LIMITED or its Supplier to deliver or collect the Equipment to the Hirer or the Hirer does not collect them from HSS SERVICE GROUP LIMITED; 

8.4.3 the Equipment is lost, stolen, seized, confiscated or in HSS SERVICE GROUP LIMITED’ reasonable opinion or the opinion of its insurer(s), damaged beyond repair; 

8.4.4 the Hirer fails to pay any of HSS SERVICE GROUP LIMITED’ invoices within thirty (30) days from the due date for payment; 

8.4.5 the Supplier terminates its agreement with HSS SERVICE GROUP LIMITED; 

8.4.6 (in relation to Traders only) the Hirer (or its associated persons, agents or subcontractors) is shown not to be running its business in accordance with applicable law and regulations and with high levels of governance and ethical standards or cannot evidence such standards by way of appropriate policies and controls (or otherwise) to HSS SERVICE GROUP LIMITED’s reasonable satisfaction, including but not limited to compliance with the Bribery Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 (anti-facilitation of tax evasion) and the General Data Protection Regulation; or 10 8.4.7 the Hirer otherwise breaks these Terms. 

8.5 The Hirer’s right to the Equipment ends when the Contract ends. Without prejudice to the remainder of these Terms, on the termination or expiry of the Contract HSS SERVICE GROUP LIMITED’ consent to the Hirer’s possession of the Equipment shall terminate and HSS SERVICE GROUP LIMITED or the Supplier may take possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located. 

8.6 Accrued rights and remedies will not be prejudiced by termination or expiry. The termination of the Contract (or any part of it) shall be without prejudice to the rights and remedies of either party which may have accrued up to the date on which the Contract expires or is cancelled for whatever reason. 

8.7 Consequences of termination or expiry. Upon the termination or expiry of the Contract, howsoever caused, without prejudice to any other rights or remedies of HSS SERVICE GROUP LIMITED: 

8.7.1 HSS SERVICE GROUP LIMITED shall be entitled to invoice all Charges and Additional Charges incurred which have not yet been invoiced; 

8.7.2 the Hirer shall pay on demand all Charges and Additional Charges which are due but are unpaid at the date of demand, together with any interest accrued; and 

8.7.3 the Hirer shall pay on demand all costs and expenses incurred by HSS SERVICE GROUP LIMITED in recovering the Equipment and/or in collecting any sum due under the Contract (including any storage, transport, insurance, repair, legal and remarketing costs). 

8.8 Definition of Insolvent. “Insolvent” means where a person ceases to trade, is unable to pay its debts as they fall due or where a person becomes, or is likely to become, insolvent or bankrupt including where a person has a receiver, administrative receiver, administrator or provisional liquidator appointed; is subject to a notice of intention to appoint an administrator; passes a resolution for its winding-up has a winding up order made by a court in respect of it; enters into any composition or arrangement with creditors (save in respect of a solvent restructuring) or has any steps or actions taken in connection with any of these procedures in any jurisdiction. 

9. HOW TO END THE CONTRACT WITH HSS SERVICE GROUP LIMITED 

9.1 Telling HSS SERVICE GROUP LIMITED. To exercise the right to terminate, the Hirer must inform HSS SERVICE GROUP LIMITED by a clear statement (e.g. a letter sent by post or e-mail), using the information above under “How to contact HSS SERVICE GROUP LIMITED” in clause 2.2 or by using the off-hire functionality provided on our website or the HSS SERVICE GROUP LIMITEDapp. 

9.2 Returning Equipment after ending the Contract. If the Hirer ends the Contract for any reason after Equipment has been dispatched or delivered to the Hirer, the Hirer must return it to HSS SERVICE GROUP LIMITED or allow HSS SERVICE GROUP LIMITED or the Supplier to collect it. Please contact us using the information above under “How to contact HSS SERVICE GROUP LIMITED” in clause 2.2. 

9.3 What HSS SERVICE GROUP LIMITED charges for collection. If the Hirer is responsible for the costs of return and HSS SERVICE GROUP LIMITED or the Supplier is collecting the Equipment from the Hirer, HSS SERVICE GROUP LIMITED will charge the Hirer the direct cost to HSS SERVICE GROUP LIMITED of collection. 

10. VARIATION 

10.1 Which version of our Terms apply to your order. HSS SERVICE GROUP LIMITED amends these Terms from time to time. Every time a Hirer orders Equipment from us, the terms in force at the time of the Order and available at www.thehireservicecompany.com will apply to the Contract between the Hirer and HSS SERVICE GROUP LIMITED. 

10.2 Amending the Terms applicable to your Order. HSS SERVICE GROUP LIMITED may revise these Terms as they apply to an Order from time to time to reflect the following circumstances: 

10.2.1 changes in relevant laws and regulatory requirement; and 

10.2.2 changes to HSS SERVICE GROUP LIMITED’ processes and procedures. If HSS SERVICE GROUP LIMITED have to revise these Terms as they apply to an Order, HSS SERVICE GROUP LIMITED will contact the Hirer to give the Hirer reasonable advance notice of the changes and let the Hirer know how to cancel the Contract if the Hirer is not happy with the changes. The Hirer may cancel either in respect of all the affected Equipment or only for any Equipment the Hirer has yet to receive. If the Hirer opts to cancel, the Hirer will have to return (at HSS SERVICE GROUP LIMITED’ cost) any relevant Equipment already received and HSS SERVICE GROUP LIMITED will arrange a full refund of the price paid by the Hirer. 

11. HOW HSS SERVICE GROUP LIMITED WILL USE A HIRER’S PERSONAL INFORMATION 

HSS SERVICE GROUP LIMITED is the data controller of any personal information a Hirer provides to us. HSS SERVICE GROUP LIMITED will collect and process such information in order to process and fulfil an Order. Where your Order is fulfilled by one of our suppliers, your data will be provided to the supplier for such purpose. 

If the Hirer is an individual providing HSS SERVICE GROUP LIMITED with its own personal information, please see HSS SERVICE GROUP LIMITED's privacy policy which is available on our website (https://www.thehireservicecompany.com/hire/privacy-and-cookies-policy) for further information on how personal information is used and rights in relation to that information. 

If the Hirer is providing personal data of another individual to HSS SERVICE GROUP LIMITED, the Hirer must tell that individual that the Hirer is providing their information to HSS SERVICE GROUP LIMITED and show them a copy of this notice. 

12. GENERAL 

12.1 Even if HSS SERVICE GROUP LIMITED delays in enforcing a Contract, HSS SERVICE GROUP LIMITED can still enforce it later. If HSS SERVICE GROUP LIMITED fails to insist that the Hirer performs any of its obligations under a Contract or if HSS SERVICE GROUP LIMITED does not enforce its rights against the Hirer, or if HSS SERVICE GROUP LIMITED delays doing so, that will not mean that HSS SERVICE GROUP LIMITED has agreed not to enforce its rights against the Hirer and will not mean that the Hirer does not have to comply with those obligations. If HSS SERVICE GROUP LIMITED does waive a default by the Hirer, HSS SERVICE GROUP LIMITED will only do so in writing, and that will not mean that HSS SERVICE GROUP LIMITED will automatically waive any later default by the Hirer. 

12.2 If a court finds part of the Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any term is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

12.3 Nobody else has any rights under a Contract. The Contract is between the Hirer and HSS SERVICE GROUP LIMITED. No other person shall have any rights to enforce any of its terms. 

12.4 Transfer of rights to someone else. The Contract is personal to the Hirer and the Hirer shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of HSS SERVICE GROUP LIMITED. HSS SERVICE GROUP LIMITED may assign or transfer any or all of its rights and obligations under the Contract to any member of its Group and shall give written notice to the Hirer on or after such event. 

13. GOVERNING LAW AND JURISDICTION 

13.1 Which laws apply. Subject to clause 

13.2, these Terms and any and all Contracts and any non-contractual obligations arising out of or in connection with them will be governed by English law. 13.2 Where you may bring legal proceedings. HSS SERVICE GROUP LIMITED and the Hirer both agree that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms and any and all Contracts (including in relation to any non-contractual obligations), except if: 

13.2.1 the Hirer is a resident of or has its registered office in Scotland, in which case either party may bring proceedings in Scotland in accordance with Scottish law; or 

13.2.2 the Hirer is a resident of or has its registered office in Northern Ireland, in which case either party may bring proceedings in Northern Ireland in accordance with Northern Irish law. 13 

PART B: TERMS APPLYING ONLY TO CONSUMERS 

14. LIABILITY 

14.1 HSS SERVICE GROUP LIMITED is responsible to the Hirer for foreseeable loss and damage caused by HSS SERVICE GROUP LIMITED. If HSS SERVICE GROUP LIMITED fails to comply with the Contract, HSS SERVICE GROUP LIMITED is responsible for loss or damage the Hirer suffers that is a foreseeable result of HSS SERVICE GROUP LIMITED breaking the Contract or failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Hirer and HSS SERVICE GROUP LIMITED knew it might happen, for example, if you specifically drew it to our attention during the sales process. 

14.2 HSS SERVICE GROUP LIMITED does not exclude or limit in any way HSS SERVICE GROUP LIMITED’ liability where it would be unlawful to do so. This includes liability for: 

14.2.1 death or personal injury caused by HSS SERVICE GROUP LIMITED’ negligence or the negligence of HSS SERVICE GROUP LIMITED’ employees, agents or subcontractors; 

14.2.2 for fraud or fraudulent misrepresentation; 

14.2.3 for breach of the Hirer’s legal rights in relation to the Equipment including the right to receive the Equipment; and 

14.2.4 for any matter for which HSS SERVICE GROUP LIMITED is not permitted by law to exclude or limit, or to attempt to exclude or limit, liability 

14.3 HSS SERVICE GROUP LIMITED is not liable for business losses. HSS SERVICE GROUP LIMITED only supplies the Equipment for domestic and private use. If the Hirer uses the Equipment for any commercial, business or re-sale purpose HSS SERVICE GROUP LIMITED will have no liability to the Hirer for any loss of profit, loss of business, business interruption, or loss of business opportunity. 

14.4 HSS SERVICE GROUP LIMITED’ aggregate liability. Subject to clause 14.2, HSS SERVICE GROUP LIMITED’ liability for loss, destruction or damage to goods or property is limited to a total of £1 million whether due to our breach of contract, negligence or otherwise. If you think that there is a possibility that goods or property could be damaged which have a higher value, then you must notify us in writing before the Equipment is delivered to the Site. On receipt of such notification, we may choose to make additional coverage available and this will involve an increase in the Charges. 

14.5 AS A CONSUMER, THE HIRER HAS LEGAL RIGHTS AND REMEDIES IN RELATION TO THE PROVISION OF THE EQUIPMENT. ADVICE ABOUT THE HIRER’S LEGAL RIGHTS AND REMEDIES IS AVAILABLE FROM THE CITIZENS' ADVICE BUREAU. NOTHING IN THESE TERMS WILL AFFECT THE HIRER’S LEGAL RIGHTS AND REMEDIES. 

15. LATE PAYMENT 

15.1 If the Hirer does not make any payment to HSS SERVICE GROUP LIMITED by the due date, HSS SERVICE GROUP LIMITED may charge interest to the Hirer on the overdue amount at the rate of 4% per annum above the base lending rate from time to time of Barclays Bank plc. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Hirer must pay HSS SERVICE GROUP LIMITED interest together with any overdue amount. 

PART C: TERMS APPLYING ONLY TO TRADERS 

16. FORMATION OF CONTRACTS 

No Hirer Terms will apply to any Contracts. Each Contract will be subject to these Terms to the exclusion of all other terms and conditions, including any terms or conditions which the Hirer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract. 

17. THE EQUIPMENT 

17.1 Liability for damage to Hirer’s property. HSS SERVICE GROUP LIMITED shall have no liability to the Hirer for damage to the Hirer’s property if the Hirer fails to comply with clause 4.3. 

17.2 Consequences of parting with control of the Equipment. If the Hirer without the prior written consent of HSS SERVICE GROUP LIMITED parts with control of the Equipment, the Hirer shall, immediately upon HSS SERVICE GROUP LIMITED’ request procure the return of the Equipment to the Hirer. If the Equipment is not returned to the Hirer within 5 days of HSS SERVICE GROUP LIMITED’ request, the Equipment shall be deemed to be lost and the Hirer shall be responsible for the replacement of the Equipment and the Charges and any Additional Charges will continue to apply until settlement is made to the satisfaction of HSS SERVICE GROUP LIMITED. 

17.3 Equipment will comply with the Contract. HSS SERVICE GROUP LIMITED shall: 

17.3.1 during each Hire Period, ensure that the Equipment shall be of satisfactory quality, comply with any description provided by the Hirer and shall be fit for its intended purpose; and 

17.3.2 on the Commencement Date, ensure that the Equipment shall comply with all applicable laws and statutory regulations and any reasonable instructions and guidelines issued by the Hirer at the time of hire, including health, safety and security standards. 

17.4 What to do if the Equipment fails to comply with the Contract. If, at any time during the Hire Period, the Hirer becomes aware of a breach of clause 17.3 the Hirer shall give written notice of the breach to HSS SERVICE GROUP LIMITED as soon as reasonably possible once the Hirer has become aware of the breach. 

17.5 Remedies if the Equipment fails to comply with the Contract. Following receipt of written notice under clause 17.4 HSS SERVICE GROUP LIMITED or (in relation to clauses 17.5.1 and 17.5.2 only) the Supplier will: 

17.5.1 repair the Equipment; 

17.5.2 replace the Equipment with equipment of an equivalent or similar specification; or 

17.5.3 reduce the Charges of the relevant Equipment by a sum which is fair in the circumstance. These are the Hirer’s only remedy for a breach of clause 17.3. 

17.6 Circumstances where HSS SERVICE GROUP LIMITED will not be liable. HSS SERVICE GROUP LIMITED shall not be responsible to the Hirer for any breach of clause 17.3 and shall not be required to repair or replace the Equipment in accordance with clause 17.5 if: 

17.6.1 the breach arose directly as a result of any act or omission of the Hirer; and/or 

17.6.2 the breach was caused by or contributed to as a result of the misuse, neglect, alteration, mishandling or unauthorised manipulation of the Equipment. In such circumstances, and without prejudice to its other rights including those in clause 4.7, HSS SERVICE GROUP LIMITED shall be entitled to charge the Hirer for attending Site to repair or replace Equipment. 

18. CRANE EQUIPMENT 

18.1 In this clause 18, the following words and expressions shall, unless the context or circumstances require otherwise, have the meanings assigned to them below: “Contract Lifting” means the hire of Crane Equipment and operating personnel where the Supplier is responsible for the Crane Equipment selection, slinging and signalling arrangements, supervision and planning of the lift and lifting operation; “Crane Equipment” means Equipment that comprises a crane or cranes (save for mini cranes) supplied in accordance with this clause 18; and “Crane Hire” means the hire of Crane Equipment and any operator (if provided) whereby the purpose of such hire is work to be carried out at the Hirer’s instructions and where the Hirer is responsible for the Crane Equipment selection, slinging and signalling arrangements, supervision and planning of the lift and lifting operation. 

18.2 Where Crane Equipment is provided to the Hirer, the provisions of this clause 18 shall apply in addition to the other terms in these Terms. 

18.3 Where this clause 18 applies, the Contract shall be for the supply of Crane Equipment by the Supplier (not HSS SERVICE GROUP LIMITED) to the Hirer on a Contract Lifting or Crane Hire basis. HSS SERVICE GROUP LIMITED assumes no responsibility whatsoever in respect of the Crane Equipment or in respect of any operator of the Crane Equipment. 

18.4 The Supplier shall supply the Crane Equipment and any operator directly to the Hirer. Where one or more operators are provided under the Contract, HSS SERVICE GROUP LIMITED shall not, under any circumstances, accept any liability for the conduct or actions of such operators, advisers or staff of any kind. Operators provided under the Contract are provided by the Supplier and are not, and are not to be construed as, employees or agents of, or otherwise controlled by, HSS SERVICE GROUP LIMITED. 

18.5 The Hirer shall provide a suitably-trained and experienced “appointed person” to supervise the operation who will take responsibility for health and safety, the lift plan and all other aspects of the operation. 

18.6 Where the Crane Equipment is provided on a Crane Hire basis and the operator is provided by the Hirer, the operator shall have the appropriate qualifications, training and experience to operate the Crane Equipment. 

18.7 If advice or information is sought from and given by HSS SERVICE GROUP LIMITED, the Hirer understands and accepts that such advice or information is given without responsibility and not to relieve or reduce the Hirer’s requirement to make its own independent assessment relating to the use of the Crane Equipment. 

18.8 The Hirer shall provide such information as HSS SERVICE GROUP LIMITED or the Supplier shall require and in particular the Hirer shall: 

18.8.1 provide HSS SERVICE GROUP LIMITED with the weight of the item(s) to be lifted; 

18.8.2 in respect of the information the Supplier provides to HSS SERVICE GROUP LIMITED regarding 16 the force the Crane Equipment’s outriggers exert on the ground, confirm that the ground can withstand those forces; and 

18.8.3 clear the site of all vehicles and personnel where the Crane Equipment will operate, ensuring barriers are in place to prevent unauthorised access to the site, and warrants that the information given in accordance with clauses 18.8.1 and 18.8.2 is complete and accurate. 

18.9 The Hirer shall indemnify HSS SERVICE GROUP LIMITED on demand in full, from and against any and all losses, liabilities, damages, costs and expenses (however described, characterised or classified and whether direct or indirect) that HSS SERVICE GROUP LIMITED incurs as a result of the Hirer giving incomplete or inaccurate information in accordance with clause 18.8. HSS SERVICE GROUP LIMITED will use reasonable endeavours to mitigate any such losses. Insurance 

18.10 The Hirer shall take out and maintain insurance against any and all liabilities the Hirer might incur under the Contract. HSS SERVICE GROUP LIMITED reserves the right to require confirmation that the Hirer is complying with its insurance obligations under this clause 18.10. 

18.11 Without prejudice to clause 18.10, where Crane Equipment is hired on a Crane Hire basis, the Hirer shall maintain with reputable insurers the following insurance which will provide cover in respect of the Hirer’s liabilities under the Contract including without limitation those relating to: 

18.11.1 loss or damage to the Crane Equipment whilst on Site with a minimum per occurrence limit of indemnity of £5,000,000; 

18.11.2 continuing Charges and Additional Charges where the Crane Equipment is being repaired following any damage; 

18.11.3 injury to the Supplier’s personnel sustained as a result of operations of the Crane Equipment on the Site; 

18.11.4 injury to third parties and/or their property resulting from operations of the Crane Equipment on the Site; and 

18.11.5 loss or damage to any goods being lifted by the Crane Equipment. 

18.12 Without prejudice to clause 18.10, where Crane Equipment is hired on a Contract Lifting basis, the Hirer shall maintain with reputable insurers the following insurance which will provide cover in respect of the Hirer’s liabilities under the Contract including without limitation those relating to: 

18.12.1 loss or damage to the Crane Equipment whilst on Site resulting solely from the Supplier’s negligence; 

18.12.2 loss or damage to the property of third parties resulting solely from the Supplier’s negligence with a per occurrence limit of indemnity of up to £5,000,000 (irrespective of the number of items being lifted); and 

18.12.3 injury to any persons sustained as a result of operations of the Crane Equipment on the Site with a per occurrence limit of indemnity of up to £5,000,000. 

Limitation Of Liability 

18.13 Without prejudice to clause 21, HSS SERVICE GROUP LIMITED shall have no liability to the Hirer whatsoever including but not limited to liability in respect of: 

18.13.1 any goods or other thing lifted or to be lifted; 

18.13.2 any surface or subsurface features such as underground services; or 

18.13.3 any above ground structures, including any overhead cables, overhanging or protruding objects which might result from the travelling, positioning or working of the crane or of any support vehicle. Provision Of Lifting Gear 

18.14 If requested and specified by the Hirer in advance, the Crane Equipment will be provided with specific certificated lifting gear, subject to availability and at additional cost. HSS SERVICE GROUP LIMITED accepts no responsibility for loss or delay should the lifting gear prove unsuitable. Ground Conditions 

18.15 The Hirer shall be entirely responsible for the preparation and maintenance of any ground upon which the Equipment or support vehicles will travel over or from which they will operate. The Hirer shall be fully liable to HSS SERVICE GROUP LIMITED for any damage to the Crane Equipment or support vehicle caused by ground conditions and shall indemnify HSS SERVICE GROUP LIMITED against any liability, expense, loss or damage caused by ground conditions. Travelling, Erection And Dismantling 

18.16 Any time spent setting up, transporting and moving the Crane Equipment and support vehicles, erecting and dismantling the jibs and transporting additional jibs sections or ballast is payable by the Hirer to HSS SERVICE GROUP LIMITED at the rate specified in the Contract. The Hirer shall also allow HSS SERVICE GROUP LIMITED, or the Supplier as relevant, or any representative thereof, free and unrestricted access to the Equipment and support vehicles and to all areas of their operation. 

18.17 Insofar as the Hirer’s use of the Crane Equipment requires any licence, permission or authorisation from any private or public body or government or Local Authority or the giving of notice to any such body, government or Authority, then the obtaining of any such licence, permission or authorisation, or the giving of any such notice, shall be the entire responsibility of the Hirer, who must ensure that sufficient notice is given to the Supplier and HSS SERVICE GROUP LIMITED to guarantee compliance with applicable regulations. This responsibility extends to ensuring that the site is clear of all obstructions and that traffic management arrangements are set up and operated correctly. 

19. DELIVERY 

19.1 The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the Site where the Equipment is to be delivered. Acceptance of delivery of the Equipment by such representative shall constitute conclusive evidence that the Hirer has accepted such delivery. 

19.2 Time of delivery of the Equipment and/or performance of the Contract will not be of the essence. 

19.3 If the Equipment is unavailable for inspection or collection by HSS SERVICE GROUP LIMITED or the Supplier within 5 days of the scheduled date for inspection or collection (as agreed between HSS SERVICE GROUP LIMITED and the Hirer), the Equipment shall be deemed to be lost and the Hirer shall be responsible for the replacement of the Equipment as set out in clause 4.7 and the Charges and any Additional Charges will continue to apply 18 until settlement is made to the satisfaction of HSS SERVICE GROUP LIMITED. 

19.4 If HSS SERVICE GROUP LIMITED or the Supplier delivers a quantity of the Equipment less than the quantity specified in the Order, the Hirer shall agree the shortages with HSS SERVICE GROUP LIMITED and note the same on the delivery document. The Hirer may elect to: 

19.4.1 refuse to take delivery of or reject the Equipment and the Hirer shall have liability for the cost of delivery only; or 

19.4.2 take delivery of and keep the lesser quantity of Equipment or any part thereof and pay for them at the rate specified in the Order subject to a pro-rata reduction in the relevant Charges. 

19.5 If HSS SERVICE GROUP LIMITED or the Supplier delivers a quantity of Equipment greater than the quantity specified in the Order, the Hirer may elect to: 

19.5.1 accept and pay for all the Equipment delivered at the Charges; or 

19.5.2 accept and pay for the quantity specified in the Order and reject the excess. 

20. CHARGES AND PAYMENT 

20.1 Withholding tax. If the Hirer is required in accordance with the relevant tax laws to make any withholding in respect of taxes from payments made or due to HSS SERVICE GROUP LIMITED, it shall provide HSS SERVICE GROUP LIMITED with a certificate evidencing that withholding has been made and properly accounted for to the relevant tax authorities and shall provide HSS SERVICE GROUP LIMITED with such assistance as may reasonably be required to enable HSS SERVICE GROUP LIMITED to reclaim such taxes. 

20.2 Hirer’s with Credit Accounts. If HSS SERVICE GROUP LIMITED has granted a credit account to the Hirer: 

20.2.1 then payment of any Charges or any other sums due under the Contract, including VAT, shall be made in full cleared funds by the end of the month following the date of the invoice; and 

20.2.2 HSS SERVICE GROUP LIMITED may set a reasonable credit limit. 

20.3 HSS SERVICE GROUP LIMITED may terminate if the credit limit is exceeded. HSS SERVICE GROUP LIMITED reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Hirer exceeding its credit limit or the Hirer has already exceeded its credit limit. 

20.4 Invoice queries. The Hirer should notify HSS SERVICE GROUP LIMITED in writing of any queries concerning invoices within 14 days of the invoice date. HSS SERVICE GROUP LIMITED will not grant an extension to credit account payment terms for unresolved invoice queries that have been notified after such date. 

20.5 Late payment. If the Hirer does not make any payment to HSS SERVICE GROUP LIMITED in full by the due date, without prejudice to any other rights of HSS SERVICE GROUP LIMITED, HSS SERVICE GROUP LIMITED may charge you interest (both before and after judgment) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and/or to suspend further Services to you or any of your associated companies. 

21. HSS SERVICE GROUP LIMITED’ LIABILITY 

21.1 Non-excludable liability. Neither party excludes or limits its liability, if any, to the other party for: 

21.1.1 death or personal injury resulting from its negligence or by the negligence of a person for whom it is vicariously liable; 

21.1.2 any breach of its obligations implied by section 2 of the Supply of Goods and Services Act 1982; 

21.1.3 for its fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or 

21.1.4 any matter which it would be illegal for it to exclude or to attempt to exclude its liability. 

21.2 Tangible property liability. Subject to clauses 21.1 and 21.4, HSS SERVICE GROUP LIMITED’ maximum aggregate liability to the Hirer for loss of or damage to tangible property caused by its negligence or act or omission shall be limited to five million pounds (£5,000,000). 

21.3 HSS SERVICE GROUP LIMITED’ aggregate liability. Subject to clause 21.1 and 21.4, HSS SERVICE GROUP LIMITED’ maximum aggregate liability to the Hirer arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of HSS SERVICE GROUP LIMITED’ obligations under the Contract but excluding any liability which falls within clause 21.2, shall be limited in respect of each Contract, to the Charges and other sums paid or payable in respect of that Contract as specified in the Order. 

21.4 Excluded types of liability. Subject to clause 21.1, neither party shall have any liability to the other party for any: 

21.4.1 loss of profit (direct or indirect); 

21.4.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect); 

21.4.3 loss of goodwill, loss of reputation, loss of opportunity and/or loss of operation (in each case whether direct or indirect); 

21.4.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect); 

21.4.5 liability of the other party to third parties (whether direct or indirect); or 

21.4.6 indirect, consequential or special loss, arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of that party’s obligations under the Contract and/or any defect in or breakdown of the Equipment or the Equipment’s unsuitability for the Hirer’s intended purpose. 

21.5 The Effect of clause 21.4 on the Hirer’s liability. Clause 21.4 shall not limit or exclude HSS SERVICE GROUP LIMITED’ ability to claim against the Hirer in respect of: 

21.5.1 any loss of or damage to Equipment subject to any Damage Waiver applying; 

21.5.2 the ability to recover the Charges applicable for any remaining Hire Period on early termination of any Contract as set out in these Terms; and/or 

21.5.3 costs and expenses in respect of recovery of the Equipment as set out in these Terms. 

21.6 HSS SERVICE GROUP LIMITED’ entire liability. The Contract set out the full extent of HSS SERVICE GROUP LIMITED’ obligations and liabilities in respect of the Equipment including the hire of Equipment to the Hirer. There are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Hirer except as specifically stated in the Contract. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded. 

22. INTELLECTUAL PROPERTY RIGHTS 

No right of licence is granted to the Hirer in respect of any intellectual and industrial property rights whether registered or unregistered (including know how and rights to prevent passing off) in the United Kingdom and all other countries in the world and together with all applications, renewals and extensions of the same of HSS SERVICE GROUP LIMITED, except the right to use the Equipment in the Hirer’s ordinary course of business for the purpose for which they were supplied. 

23. CONFIDENTIALITY 

23.1 Use of Confidential Information. Each party will keep secret and confidential all confidential information concerning the business, affairs, customers, clients or suppliers of the other party which is disclosed or obtained in connection with the Contract and/or any Contract and shall not use nor disclose the same save for the purposes of the Contract or with the prior written consent of the relevant party. Where disclosure is made to any employee, consultant, sub-contractor or agent, who needs to know the confidential information for the purposes of the Contract and/or any Contract it shall be done subject to the obligations set out in the Contract and each party shall procure that any such employee, consultant, sub-contractor or agent complies with such obligations. 

23.2 Exceptions to obligations of confidentiality. The obligations of confidentiality in this clause shall not extend to any matter which: 

23.2.1 is in or enters the public domain other than as a result of a breach of the obligations of confidentiality under the Contract; or 

23.2.2 is independently disclosed by a third party entitled to disclose the same; or 

23.2.3 is required to be disclosed under any applicable law, or by order of a court, governmental body or authority of competent jurisdiction. 

24. NOTICES 

24.1 Method and Address for notices. Any notices sent under the Contract must be in writing, delivered by hand or sent by pre-paid first class post or recorded delivery to the parties at their registered addresses. Any notice or communication given in accordance with clause 24.1 shall be deemed to have been served: 

24.1.1 if delivered by hand, at the time of delivery; or 

24.1.2 if sent by pre-paid first class post or recorded delivery at 9.00 a.m. on the second Business Day after the date of posting. 

24.2 Clause not applicable where the Civil Procedure Rules apply. This clause 24 shall not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply. 

25. GENERAL 

25.1 Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and: 

25.1.1 neither party has entered into the Contract in reliance upon, and it shall have no remedy in respect of, any representation or statement which is not expressly set out in the Contract; and 

25.1.2 nothing in this clause 25.1 shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation. 

25.2 No Partnership. Nothing in the Contract and no action taken by the parties in connection with it or them shall create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so. 

25.3 Independent Contractor. Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.

26. PROMOTION 

26.1 The Promoter of the offer and promotion is HSS The Hire Service Company, Building Two, Think Park, M17 1FQ.

26.2 Offer dates are displayed on branch POS and are valid for a three-month period only. Excludes VAT and resale items.

26.3 Discount only applies to orders placed at the HSS Trading Desk within selected Builders Merchant partners - Lords Builders and Timber Merchants, MP Moran & Sons, Selco Builders Warehouse, Alsford Timber & Builder’s Merchants, Howarth Timber & Building Supplies, Covers Timber & Builders Merchants, PGR Builders & Timber Merchants, Kellaway Building Supplies, Markovitz LTD, EH Smith Builders Merchants, Robert Price Builders Merchants, South Coast Building Supplies (SCBS), Collier & Catchpole, Beers Timber and Building Supplies, Buttles, Beatson’s Building Supplies, Lawsons, JW Grant and St Andrews Timber & Building Supplies.

26.4 This offer can only be used once per customer. Offer does not apply to online purchases and is not valid on sale items or other discounted items. HSS reserves the right to withdraw or amend this offer at any time without liability.

26.5 This offer and promotion are subject to availability and HSS reserves the right to cancel or amend the offer and promotion and these terms and conditions at any time without prior notice. An alternative product of equal or greater value may be supplied at the sole discretion of HSS.

26.6 Personal data supplied during this promotion may be passed on to third party suppliers only insofar as required for fulfilment, delivery or arrangement of a prize.

26.7 These terms and conditions do not affect your statutory rights.

26.8 This offer and promotion shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.

26.9 UK residents aged 18 and over only are permitted to enter this promotion. Employees of HSS are not allowed to enter promotion.

26.10 Employees of the HSS Hire Group are not permitted to enter or use offer.

26.11 HSS The Hire Service Company will not accept any responsibility for entries not successfully completed due to a technical fault of any kind.

27. Definitions and Interpretation

27.1 Definitions and Interpretation. In these standard terms and conditions:

27.1.1 the following words and expressions shall have the following meanings unless the context otherwise requires:

“Anti-Bribery Laws” any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to anti-bribery and/or anti-corruption, including the Bribery Act;

“Bribery Act” the Bribery Act 2010;

“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales;

“Company” HSS Hire Service Group Limited and/or its Group Companies;

“Confidential Information” all information in respect of the business of the Company including the Specification, know-how and other matters connected with the Goods, information concerning the Company’s relationships with actual or potential clients, customers or suppliers and the needs and requirements of the Company and of such persons, any information marked confidential or which are by their nature clearly confidential and any other information which, if disclosed, will be liable to cause harm to the Company;

“Contract” the contract between the Company and the Supplier for the sale and purchase of the Goods formed in accordance with Condition 2;

“Delivery Date” the date on and the time at which the delivery of the Goods shall be made as stated on the relevant Order or in any delivery instructions relating thereto;

“Good Industry Practice” the exercise of skill, diligence, prudence and foresight as would reasonably and ordinarily be expected from a person with appropriate skill and experience exercising all due care and attention in seeking to comply with its contractual obligations and in compliance with all applicable laws and engaged in the same type of undertaking and under the same or similar circumstances and conditions as those in which the relevant matter arises;

“Goods” the goods (including any part or instalment thereof) agreed to be purchased by the Company from the Supplier and described in the relevant Order;

“Group Company” or “Group Companies” its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time (“Parent Undertaking” and “Subsidiary Undertaking” having the meanings set out in section 1162 Companies Act 2006);

“Insolvent” the Supplier is unable to pay its debts as they fall due or, in the reasonable opinion of the Company, is likely to become insolvent or bankrupt or does become insolvent or bankrupt or any similar event occurs in respect of the Supplier;

“Intellectual Property Rights” all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;

“Order” any purchase order of the Company for the Goods incorporating these Terms and Conditions;

“Policy” the Company’s anti-corruption policy set out on the Company’s website (www.hss.com), as amended from time to time in accordance with Condition 12.8;

“Price(s)” the price(s) set out in the Order;

“Supplier” the person from whom the Company orders the Goods;

“Specification” in relation to the Goods, the technical specifications of those Goods; all preparatory, design and development materials which relate to the Goods; all plans, drawings, data or other information of any description which explains the structure, design, operation, functionality of the Goods; all information of any description which relates to the maintenance and/or support of the Goods;

“Terms and Conditions” these standard terms and conditions of purchase together with any special terms agreed in writing between the Supplier and the Company;

“VAT” value added tax;

27.1.2 unless the context otherwise requires:

27.1.2.1 references to the singular include the plural and vice versa and references to any gender include every gender;

27.1.2.2 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

27.1.3 references to any statute or statutory provision shall include any subordinate legislation made under it and shall be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

27.1.4 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions shall be construed without limitation and accordingly shall not limit the meaning of the words preceding them; and

27.1.5 an obligation on a party to procure or ensure the performance or standing of another person shall be construed as a primary obligation of that party.

28. FORMATION AND INCORPORATION

28.1 Subject to any variation under Condition 28.5, the Contract will be upon the Terms and Conditions to the exclusion of all other terms and conditions, including any terms or conditions which the Supplier purports to apply under any acknowledgement or confirmation of order, quotation, Specification, delivery note, invoice or similar document, whether or not such document is referred to in the Contract.

28.2 Each quotation for the Goods from the Supplier will be deemed to be an offer by the Supplier to sell the Goods upon the Terms and Conditions. All quotations provided by the Supplier, including the price provision, will remain open for 30 days from its date. The Contract is only formed when a written acceptance of the quotation is served by the Company on the Supplier. No contract will exist prior to service of such notice of acceptance.

28.3 Delivery of the Goods will be deemed conclusive evidence of the Supplier’s acceptance of the Terms and Conditions.

28.4 The Supplier may not cancel the Contract. Any proposal by the Supplier to alter the quantity, quality and description of the Goods must be notified to the Company and approved by the Company in writing prior to such Goods being despatched.

28.5 The Company may by reasonable notice in writing to the Supplier at any time prior to delivery of the Goods, change the address or time for delivery, method of shipment or packing, or alter the Specification or quantity or volume of Goods and/or Service to be provided. In such circumstances, the Supplier shall use all reasonable endeavours to accommodate such request. If such changes result in an increase in cost of, or time required for, performance of the Contract an equitable adjustment will be made to the price, delivery schedule or both. Any such claim or adjustment must be approved by the Company in writing before the Supplier proceeds with such changes. If the Supplier is unable to accommodate the request, the Supplier shall notify the Company accordingly, whereupon the Company shall have the right to cancel the Order to which such requested amendment related in whole or in part.

28.6 Subject to Condition 28.7, the Company is entitled to cancel the Contract in whole or in part by giving written notice to the Supplier not less than 10 days prior to delivery of the Goods, in which event the Company’s sole liability shall be to pay to the Supplier a reasonable price for any work already completed by the Supplier.

28.7 The Company shall have no right to cancel the Contract in whole or in part in relation to Goods which are the Company's written request bespoke or made to the Company’s own specification.

28.8 No variation to the Terms and Conditions shall be effective unless it is in writing and signed by a duly authorised representative on behalf of the Company.

28.9 Nothing in this Contract shall place a requirement on the Company to order Goods from the Supplier or be construed as any representation or guarantee from the Company as to the volume or value of Goods that the Company may purchase under this Contract

29. THE GOODS

29.1 All parts delivered should be clearly labelled with accompanying paperwork, delivered on time in accordance with the agreed lead-time. In locations where a booking in system is in use, you must book in your delivery in according to that locations booking in process.

29.2 The quantity and description of the Goods will be as set out in the Order and/or in any applicable Specification supplied or advised by the Company to the Supplier with or before the Order.

29.3 The Supplier will comply with all agreed HSS Technical Specifications, applicable standards, laws, regulations and other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.

29.4 The Company will have the right to inspect and test the Goods at any time prior to delivery by providing notice to the Supplier. The Supplier will not unreasonably refuse any request by the Company to carry out such inspection and testing and will provide the Company with all facilities reasonably required.

29.5 The Company shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. The risk in any over-delivered Goods shall remain with the Supplier unless they are accepted by the Company. The Supplier warrants to cover any costs incurred by the Company as a consequence of over delivery.

29.6 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with the Contract and the Company so informs the Supplier within 30 days of inspection or testing, the Supplier will take all steps necessary to ensure compliance. Without prejudice to any other rights of the Company under the Contract, any failure of this obligation by the Supplier will be deemed to be a material breach entitling the Company to terminate the Contract under Condition 39.1.1. The Company reserves the right to levy a penalty charge, to a mutually agreed structure, for any non-conforming product / deliveries.

29.7 Notwithstanding any such inspection or testing, the Supplier will remain fully responsible for the Goods and any such inspection or testing will not diminish or otherwise affect the Supplier’s obligations under the Contract.

29.8 The Supplier acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract and the Company will be entitled to reject the Goods or terminate the Contract under Condition 39.1.1 if the Goods are not in conformance with the Contract, however slight the breach may be. Any breach of this condition is deemed to be a material breach.

29.9 In respect of the Goods, the Supplier will maintain and observe quality control and supplier quality assurance standards in accordance with the requirements of the Company, its customs, relevant British Standards and statutory and regulatory bodies.

29.10 The Supplier will maintain detailed quality control and manufacturing records for the period of at least 7 years from the date of supply.

29.11 The Supplier shall supply to the Company spare parts for the Goods in such quantities as the Company may from time to time require for a reasonable charge, where appropriate, for a period of 7 years from the start of the Contract, provided that the Company shall at all times be free to obtain any spare parts that may be required from sources other than the Supplier. All warranties and undertakings given by the Supplier under these Terms and Conditions shall apply to all spare parts supplied under the Contract by the Supplier or any permitted subcontractors and/or its own suppliers. Unipart Logistics, will be responsible for your day to day Spare parts relationship and responsibility for all spare parts purchase orders including expediting, as well as managing this element of the supplier performance.

29.12 If during the period specified in Condition 29.11 above, the Supplier or any permitted subcontractors and/or its own suppliers discontinue the manufacture and supply of spare parts, the Supplier shall (or shall procure that any permitted subcontractors and/or its own suppliers shall) grant the Company a non-exclusive, irrevocable, royalty-free, transferable, perpetual licence (including the right to grant sub-licences) to manufacture and use such spare parts and the Suppliers shall promptly deliver and disclose to the Company all requisite manufacturing details, design, detail drawings, manufacturing procedures, know-how and other technical information for this purpose.

30. PRICE

30.1 Subject to Condition 30.2, the only monies to be paid by the Company in connection with the supply of the Goods are the Prices which shall be inclusive of all costs and expenses incurred by the Supplier including all packaging, insurance, carriage and delivery costs, unless otherwise agreed.

30.2 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which shall be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the Company of a valid value added tax invoice.

30.3 The Supplier shall not be entitled to increase the Prices without the written agreement of the Company. In any event, prices shall remain fixed for the period in line with the Trading Terms document (Appendix 1). After this date, the Supplier shall give the Company 3 months’ notice of its intention to amend the Prices, which period shall include negotiations in good faith as to the new Prices.

30.4 At its sole discretion, the Company may decide to benchmark the performance of the Supplier and Prices to determine whether the Supplier is competitive, and to verify that the Goods and/or Services are being supplied in accordance with Good industry practice. The Supplier will be required to provide appropriate access to information in order to enable benchmarking.

31. PAYMENT

31.1 Subject to the Supplier performing its obligations in accordance with the terms of the Contract, the Company shall pay the Prices to the Supplier in accordance with this Condition 31.

31.2 The Supplier shall invoice the Company for the Price for the Goods following delivery of the Goods in accordance with Condition 37.1.

31.3 Each invoice shall be a valid value added tax invoice and shall be sent to the Company at the address and in the manner specified in Condition 42.2.

31.4 Subject to Condition 31.5 and the Company’s acceptance of the applicable Goods, each invoice shall be payable by the Company within 90 Business Days following the date on which the invoice is received by the Company. All payments shall be made in pounds sterling.

31.5 The Company shall be entitled to set-off any liability which the Supplier has to it or any member of the Company’s Group Companies against any liability which it has to the Supplier, whether such liability is present or future, liquidated or unliquidated, under the Contract or any other contract between the parties or other cause of action.

31.6 No payment made by the Company shall constitute acceptance by the Company of the Goods or otherwise prejudice any rights or remedies which the Company may have against the Supplier including the right to recover any amount overpaid or wrongfully paid to the Supplier.

31.7 If the Company fails to make payment on the due date, the Supplier shall be entitled to charge the Company interest on the overdue sum from the due date until payment of the overdue sum at the annual rate of 2% a year above the Bank of England's base rate from time to time and at 2% a year for any period when that base rate is below 0%. It is agreed by the parties that this Condition 31.7 provides the Supplier with a substantial remedy pursuant to sections 8 and 9 of the Late Payment of Commercial Debts (Interest) Act 1998.

32. INSTALMENTS

32.1 The Supplier may not deliver the Goods by separate instalments unless agreed in writing by the Company. If the Company does agree, the Contract will be construed as a separate Contract in respect of each instalment or stage, and without prejudice to any other right or remedy, the Company will have the right, but not the obligation, to:

32.1.1 treat all the Contracts for the total Order as repudiated if the Supplier fails to deliver or perform any instalment or stage; and

32.1.2 reject any or all of the instalments for the total Order if the Company is entitled to reject any one instalment.

33. DELIVERY / PERFORMANCE

33.1 The Goods will be delivered to the address specified on the Order (or such other place as is agreed by the Company in writing prior to delivery or performance) on the Delivery Date. The Supplier will off-load the Goods at its own risk as directed by the Company.

33.2 The Goods will be delivered and/or performed shall be carried out in accordance with the relevant Order and any delivery instructions relating thereto.

33.3 The Supplier will ensure that:

33.3.1 the Goods are marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition;

33.3.2 each delivery is accompanied by a prominently displayed delivery note which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered;

33.3.3 before delivery or performance, the Company is provided in writing with a list by name and description of any harmful or potentially harmful properties in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties. The Company will rely on the supply of such information from the Supplier in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other relevant legislation; and

33.3.4 the Company is supplied on delivery of the Goods with all operating and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods; if relevant, this documentation shall include the “ready to rent” markings, as outlined in the “ready to rent” suppliers’ guide in effect at the time.

33.4 The Company reserves the right to mark the Goods immediately on delivery. This is undertaken for the purposes of security and the Company will not be deemed to have accepted the Goods by reason of this nor will the Supplier be entitled to raise an objection on this ground to any subsequent rejection of the Goods.

33.5 No Goods supplied under the Contract earlier than the date for delivery or performance, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept and pay for the same.

33.6 The Company will not be deemed to have accepted the Goods until it has had sufficient time to inspect them following delivery. The Company reserves the right to reject any Goods that are faulty or any Goods that do not conform to the quality, standard or description specified in the relevant Order or any relevant Specification. Any Goods that are rejected will be held at the Supplier’s risk and may be returned to the Supplier at the Supplier’s risk and expense.

33.7 The Supplier shall be responsible for any defects and for any non-conformity of Goods against the relevant Order or any relevant Specification. The Supplier shall promptly inform the Company of any adverse safety or other quality defects affecting the Goods and discovered subsequent to delivery, and of any evidence of which it becomes aware indicating that a safety or quality defect may exist or arise.

33.8 Acceptance shall not prejudice any of the Company’s other rights in respect of the Goods and the Company will also have the right to reject the Goods as though they had not been accepted after any latent defect in the Goods has become apparent or in respect of any hidden defects (i) which could be observed only after use or close inspection (which inspection may not take place until a time subsequent to actual receipt); or (ii) which may not be apparent or discovered by inspection at the time of delivery, but which may be discovered at a later date.

34. RISK / OWNERSHIP

34.1 Risk in, the Goods will pass to the Company following inspection and acceptance by the Company on delivery that the Goods comply with the requirements of the relevant Order and any relevant Specification. Title of the Goods shall pass the Company on delivery.

35. THE COMPANY’S PROPERTY

35.1 All materials, equipment, tools, dies and moulds supplied by the Company to the Supplier will at all times:

35.1.1 be and remain the exclusive property of the Company;

35.1.2 be held by the Supplier in safe custody at its own risk;

35.1.3 be maintained and kept in good condition by the Supplier until returned to the Company;

35.1.4 not be disposed of other than in accordance with the Company’s written instructions; and

35.1.5 not be used otherwise than as authorised by the Company in writing.

36. INTELLECTUAL PROPERTY

36.1 The Supplier shall not use the Company’s name, logo, trademark, trade names (whether registered or unregistered) or other the Intellectual Property Rights of the Company without the Company’s prior written consent.

36.2 Where any Goods to be supplied to the Company by the Supplier are to incorporate the Company’s labels, marks and any packaging that would identify the Company and such Goods are rejected by the Company or, for whatever reason, not delivered by the Supplier, the Supplier agrees to completely remove any of the Company’s labels, marks and any packaging that would identify he Company, whether on the Goods themselves or any associated packaging, prior to resale elsewhere.

36.3 All Intellectual Property Rights in Specifications provided by the Company shall be the exclusive property of the Company.

36.4 The Supplier warrants that neither the Goods, nor their use, resale or importation, infringes the Intellectual Property Rights of any person except to the extent that any infringements arise from any Specifications, drawings, samples or descriptions provided by the Company.

37. WARRANTY INDEMNITY AND CANCELLATION

37.1 The Supplier warrants that it has and will continue to have for the duration of the Contract, full and unencumbered title to all the Goods and has and will continue to have the full and unrestricted right, power and authority to sell, transfer and deliver all the Goods to the Company.

37.2 The Supplier warrants, represents and undertakes to the Company that at the Delivery Date and for a period not less 12 months, the Goods :

37.2.1 will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, and fit for any purpose held out by the Supplier or made known to the Supplier either in writing or orally at or prior to or at the time of the Contract being formed;

37.2.2 will be free from defects in material and workmanship and to the extent that the Specification was not provided by the Company, free from defects in design;

37.2.3 will correspond in every respect with any Specifications, drawings, samples or descriptions provided by the Company;

37.2.4 will comply with all laws, statutory requirements, regulations and voluntary codes of conduct relating to the Goods and their sale including any health and safety standards and that all appropriate registrations, license and authorisations are obtained in respect of its rights and the performance of its obligations under the Contract;

37.2.5 will be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health; and

37.2.6 will be performed by appropriately qualified, trained and experienced personnel with a high standard of skill, care and diligence and in accordance with the Contract.

37.3 The Supplier warrants and shall ensure that all its personnel, to the extent they enter onto any site owned or controlled by the Company, will comply with any site rules issued to them by the Company, including the correct use of appropriate PPE.

37.4 The Supplier shall be responsible for the conduct and discipline of all its personnel in connection with the Contract and shall indemnify the Company against any loss suffered or incurred by the Company or any of its Group Companies arising out of or in connection with the advice given or work undertaken by such personnel.

37.5 The Supplier acknowledges and agrees that the Company has entered into the Contract in reliance upon the skill and expertise of the Supplier and any statements and representations made by the Supplier.

37.6 Without prejudice to any other rights or remedies of the Company (whether express or implied), if the Supplier breaches any of the warranties in this Condition 37, the Company shall be entitled (in its absolute discretion):

37.6.1 to require the Supplier, at the Supplier’s risk and expense, by notice in writing to rectify the defect or to supply replacement Goods in accordance with the Contract within 5 Business Days of being notified of the defect;

37.6.2 to a refund of the proportion of the Price relating to the volume of the Goods to which the breach of warranty was applicable; or

37.6.3 whether or not the Company has previously required the Supplier to repair the Goods or to supply any replacement Goods, to treat the Contract as discharged by the Supplier’s breach, reject the Goods and require the repayment of any part of the Price which has been paid.

37.7 Without prejudice to any other rights or remedies of the Company (whether express or implied), if the Supplier breaches any terms of the Contract (including a failure or delay in delivery) or the Company terminates the Contract in accordance with Conditions 38.3 or 39 then the Company may (but will not be obliged to), whether or not the Goods have been accepted:

37.7.1 cancel any or all remaining instalments if the Contract has not already been terminated;

37.7.2 refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

37.7.3 recover from the Supplier any additional expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another supplier; and/or

37.7.4 claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s breach of the Contract or failure to deliver the Goods on the due date or at all.

37.8 The Supplier shall indemnify, keep indemnified and hold harmless the Company in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Company incurs or suffers directly or indirectly in any way whosoever as a result of a breach of, or a failure to perform or defect or delay in performance or negligent performance of, any of the Supplier’s obligations under the Contract, or as a result of any claim or potential claim that the Goods, or their use, infringe the intellectual property rights of a third party.

37.9 Nothing in this Contract or otherwise shall operate to exclude any warranty, guarantee or condition on the part of the Supplier as to quality, fitness for a particular purpose or any other matter implied by common law statute, custom of the trade or otherwise, all of which guarantees and conditions shall accordingly apply.

37.10 The Supplier shall at its own cost, and for the benefit of itself and the Company, maintain in full force and effect an insurance policy with a reputable insurance company providing cover to the level as agreed in writing between the Company and the Supplier in respect of the Supplier’s liabilities under the Contract (the “Insurance Policy”).

37.11 The Supplier shall promptly supply to the Company on request evidence to show that the Insurance Policy is in full fore and effect.

37.12 The Supplier will permit the Company or its representatives or authorised agents in reasonable numbers to enter the premises of, and to have access to, all documents and information kept by the Supplier, whether electronically (and in such case in machine-readable form and format) or otherwise, relating to the supply of the Goods, during normal business hours during Business Days on 5 Business Days’ notice in writing, as strictly necessary for the sole purpose of ascertaining the Supplier’s compliance with its obligations under the Contract. The Company shall only be permitted to access the Supplier’s premises and access documents and information as permitted by this Condition 37.12 once in any rolling 12 month period.

38. ETHICAL TRADING

38.1 The Supplier shall, and shall ensure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it in connection with this Contract shall:

38.1.1 not commit any act or omission which causes or could cause it or the Company to breach, or commit an offence under, Anti-Bribery Laws;

38.1.2 comply fully with Laws and the Company’s anti-corruption policy as updated from time to time;

38.1.3 comply fully with the standards set out in the Code of Ethics and maintain and abide by such standards at the same or a higher level at all times.

38.2 The Supplier Shall

38.2.1

38.2.2 promptly notify the Company of:

38.2.2.1 any request or demand for any financial or other advantage received by it; and

38.2.2.2 any financial or other advantage it gives or intends to give

whether directly or indirectly in connection with this Contract; and

38.2.3 promptly notify the Company of any breach of this Condition 38.1.

38.3 The Company may terminate this Contract immediately by giving written notice to that effect to the Supplier if the Supplier is in breach of Condition 38.1.

39. TERMINATION

39.1 The Company may terminate the Contract immediately by giving written notice to that effect to the Supplier if the Supplier:

39.1.1 commits a material breach of the Contract;

39.1.2 breaches any provision of Condition 38.1 (Ethical Trading) to be determined at the Company's sole discretion; or

39.1.3 becomes Insolvent.

39.2 On termination of the Contract howsoever arising, the Company’s sole liability shall be to pay to the Supplier a reasonable price for any work already completed by the Supplier.

39.3 Following expiry or termination of the Contract for whatever reason:

39.3.1 any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract; and

39.3.2 all other rights and obligations shall immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination; and

39.3.3 the Supplier shall:

39.3.4 at its own expense return to the Company (or at the Company’s request, destroy) all Confidential Information; and

39.3.5 so far as reasonably practicable and at its own expense, undertake such tasks and provide such assistance as the Company may reasonably request to ensure an orderly handover of the services to the Company or to a replacement supplier (if appropriate).

40. CONFIDENTIALITY

40.1 The Supplier will keep confidential any and all Confidential Information that it may acquire.

40.2 The Supplier will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Supplier will ensure that its officers and employees comply with the provisions of this Condition 40.

40.3 The obligations on the Supplier set out in Conditions 40.1 and 40.2 will not apply to any information which:

40.3.1 is publicly available or becomes publicly available through no act or omission of the Supplier; or

40.3.2 the Supplier is required to disclose by order of a court or regulatory body of competent jurisdiction, and then only to the extent required to be disclosed.

40.4 No announcement, press release, circular, marketing or other promotion in connection with the subject matter of the Contract shall be made by or on behalf of the Supplier without the Company’s written consent except if and to the extent required by law or by any governmental or regulatory authority or if, and to the extent necessary, to enable the Supplier to commence mediation proceedings or court proceedings in relation to this Contract or any matter arising out of or ancillary to it.

41. GENERAL

41.1 Time shall be of the essence in respect of all dates, periods and timescales with which the Supplier is required to comply under the Contract and any dates, periods and timescales which may be substituted for them by the agreement in writing of the parties.

41.2 The Company’s rights and remedies set out in the Terms and Conditions are in addition to and not exclusive of any rights and remedies provided by law.

41.3 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term shall be deemed to be severed from the Contract and this shall not affect the remainder of the Contract which shall continue in full force and effect.

41.4 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract by the Company shall not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor shall the single or partial exercise of a right or remedy by the Company prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default by the Company shall only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and shall not constitute a waiver of any other right, remedy, breach or default.

41.5 The Supplier shall not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract or to sub-contract any of its obligations under the Contract save for if the Company gives its prior written consent (such consent to be given or withheld at the absolute discretion of the Company).

41.6 The Company shall be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under the Contract and to sub-contract any of its obligations under the Contract.

41.7 The parties do not intend that any term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties, save that any member of the Company’s Group may enforce the terms of the Contract where Goods are acquired for their use or for resale to them. The terms of the Contract may be rescinded or varied at any time by agreement of both the Company and the Supplier without the agreement of any third party upon whom the rights under this Contract are conferred, whether pursuant to that Act or otherwise.

41.8 The Contract, the Specification and any documents referred to within the Contract constitute the entire agreement between the parties and supersede any prior agreement or arrangement in respect of their subject matter and nothing in this Condition 41.8 shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.

42. NOTICE

42.1 Any day-to-day communication between the parties can be made by telephone or e-mail to the telephone number, or e-mail address detailed in any quotation, acknowledgement of order of other document received by one party from the other party or as notified by each party to the other party from time to time.

42.2 Subject to Condition 42.5 any notice or other formal communication given under or in connection with the Contract shall be in writing and:

42.2.1 delivered by hand; or

42.2.2 sent by pre-paid first class post or recorded delivery,

to the Company at the address and marked for the attention of the individual detailed below and to the Supplier at the address detailed in any quotation, acknowledgement of order or other document received by the Company from the Supplier (or such other address or, in the case of the Company, individual, as may be notified by the relevant party to the other party from time to time in accordance with this Condition 42):

The Company: Building 2, Think Park, Mosley Road, Trafford Park, Manchester, M17 1FQ

For the attention of: Head of Procurement

42.3 Any notice or communication given in accordance with Condition 42.2 shall be deemed to have been served:

42.3.1 if delivered by hand, at the time of delivery; and

42.3.2 if sent by pre-paid first class post or recorded delivery at 9.00 a.m. on the second Business Day after the date of posting.

42.4 To prove service of a notice or communication it shall be sufficient to prove that the provisions of Condition 42.2 were complied with.

42.5 This Condition 42 shall not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

43. GOVERNING LAW AND JURISDICTION

43.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law. Each party agrees that the courts of England and Wales have non-exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations) provided that the Company may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.

Version: June 2025