MFV Client Hire Agreement (2004)



MFV RENTAL - Terms & Conditions Of Business  
  Terms & Conditions of Business

1) These TERMS & CONDITIONS apply to the Agreement between MERSEY FILM AND VIDEO LTD ("THE COMPANY" ) of 13 Hope Street, Liverpool, L1 9BQ and "THE Client" named on the Rental Agreement in respect of "THE EQUIPMENT" and "THE SERVICE(S)" as specified on the Rental Agreement "THE AGREEMENT".

1.1) DEFINITIONS: "THE COMPANY" means MERSEY FILM AND VIDEO: "THE Client" means the person, persons or Company hiring the equipment: "THE EQUIPMENT" means all articles and materials taken on hire by "THE Client" in the course of its business: "THE HIRE CHARGE" means all charges agreed between "THE COMPANY" and "THE Client" for the hire of equipment: "THE SERVICE(S)" means any service or services over and above the equipment hire to be provided by "THE COMPANY" to "THE Client" with delivery / collection / installation and personnel as agreed between the parties prior to hire : "THE AGREEMENT" means the rental agreement containing full customer and equipment details applicable to the hire, together with the customer's or its representative's signature confirming the correctness and completeness of the equipment and the acceptance of the Rental Terms & Conditions. THESE TERMS & CONDITIONS (which supersede all previous terms & conditions whether printed or implied) shall govern the contract between "THE COMPANY" and "THE Client" to the exclusion of any other condition.

a) Title to all "THE EQUIPMENT" (except such equipment as is sold to "THE Client") shall remain with "THE COMPANY"
b) it will not sell, charge pledge or part with possession or control of "THE EQUIPMENT".
c) under no circumstances may "THE Client" alter, add to, remove, modify, adapt, copy or reproduce any item of "THE EQUIPMENT" hired under this Agreement, and will not interfere with it an any way or allow anyone else to do so.
d) it will indemnify "THE COMPANY" against all loss or damage to "THE EQUIPMENT" by fire, theft or any other cause outside of the direct control of "THE COMPANY" and / or its employees.
e) unless otherwise agreed in writing by "THE COMPANY" "THE Client" will pay "THE COMPANY" the hire and any service charges in full (without discount) within 28 days of the date of the invoice if "THE Client" has an approved credit account. "THE COMPANY" reserves the right to charge 2.5% per month on all invoices not settled on or before the due date. Non-account Clients MUST pay all hire and service charges BEFORE OR AT THE TIME OF the commencement of the hire period. Payment can be made in cash, by cheque (with appropriate cheque guarantee card) and with two forms of identification provided. Equipment will NOT be released until all payments have been made in full together with any deposit that might be required.
Circumstances may require the payment of a substantial deposit from which any outstanding or extended hire charges may be deducted. "THE Client" will not be entitled to interest on any deposit and agrees that "THE COMPANY" may use all or part of any such deposit in or towards payment of any charges due from "THE Client" to "THE COMPANY" or to any of "THE COMPANY'S" other accounts or associated companies.

In the event that "THE Client" disputes any portion of the charges contained in an invoice "THE Client" must pay the disputed portion of the invoice in full and submit a documented claim for the disputed amount together with full details of the reason why such claim should be considered by "THE COMPANY". All claims must be submitted to "THE COMPANY" within 14 days of receipt of the invoice.
If "THE Client" does not submit a claim within such period and in the manner stated above "THE Client" waives all rights to dispute such charges. Unless disputed in accordance with this section the invoice shall be deemed to be correct and payable in full by "THE Client". If any dispute cannot otherwise be resolved either party may initiate legal proceedings for its resolution.

"THE Client" whose cheque or draft is returned unpaid for any reason shall be subject to immediate discontinuance of any hire or service in process at the time without notice from "THE COMPANY"
f) hire periods exceeding one month will be invoiced at monthly intervals to approved credit account holders.
g) it will notify "THE COMPANY" and obtain its approval if it is desired to extend the hire period beyond the period specified on "THE AGREEMENT". However if an extension of the hire is not feasible due to other bookings then "THE EQUIPMENT" must be returned on or before the date specified on "THE AGREEMENT".
h) it will pay "THE COMPANY" any extra hire charge for each period or part thereof that "THE EQUIPMENT" is retained beyond the period specified on "THE AGREEMENT".
i) the hire period shall not be deemed to terminate until "THE EQUIPMENT" is delivered at "THE Client'S" expense to "THE COMPANY'S" premises or such other premises as "THE COMPANY" may reasonably direct in the same condition as it was at the start of the hire period, fair wear and tear excepted, provided that if "THE EQUIPMENT" is lost, damaged or destroyed "THE Client" shall pay "THE COMPANY" an extra hire charge until such time as "THE EQUIPMENT" is, as appropriate, replaced (by an equivalent item) repaired or recovered. Any extra hire charge shall be paid by "THE Client" to "THE COMPANY" under this paragraph but shall not exceed an amount equal to sixteen (16) weeks additional rental of "THE EQUIPMENT".
j) it will notify "THE COMPANY" immediately if any distress is levied upon its property
k) "THE EQUIPMENT" is supplied to "THE Client" at "THE Client'S" risk at all times.
I) "THE Client" shall at all times keep "THE COMPANY" its Directors servants and agents effectively indemnified against all actions proceedings costs charges claims expenses and demands whatsoever which may be made or brought against "THE COMPANY" or its Directors servants or agents by any third party in respect of any alleged injury loss damage or expenses arising out of or in connection with "THE EQUIPMENT"
m) that a representative of "THE COMPANY" may enter upon any premises upon which "THE EQUIPMENT" may be kept or is reasonably believed to be kept for the purpose of its recovery at the termination of the specified hire period and where "THE EQUIPMENT" is on premises not occupied or under the control of "THE Client" "THE Client" undertakes to secure for "THE COMPANY" permission to enter for such purposes and "THE Client" shall compensate "THE COMPANY" for any costs incurred in repossessing "THE EQUIPMENT".
n) time of payment of all sums due to "THE COMPANY" under the Agreement shall be of the essence.

a) (subject to "THE Client" carrying out its obligations hereunder) to repair and maintain "THE EQUIPMENT" in good working order without charge to "THE Client" except where such repair or maintenance is necessitated by misuse or damage whether accidental or otherwise.
b) to supply replacement equipment if at any time during the hire period "THE EQUIPMENT" develops a mechanical or electrical fault or malfunction and cannot be effectively repaired "THE COMPANY'S" liability in this respect shall be subject to availability to dispatch a replacement unit or similar piece of equipment by the quickest possible means. Notice of any such equipment failure or malfunction should be transmitted to "THE COMPANY" as soon as possible either by letter facsimile transmission or telephone.
c) "THE Client" may not permit others to rearrange, disconnect, attempt to repair or otherwise tamper with any item of "THE EQUIPMENT" except upon the written consent of "THE COMPANY". In breach of this sub-clause "THE Client" shall pay "THE COMPANY" for any damage to "THE COMPANY'S" equipment caused thereby. In no event shall "THE COMPANY" be liable to "THE Client" or any other person for interruption or any other loss cost or damage caused or related to improper use repair or maintenance of "THE COMPANY'S" equipment.
d) the electric power consumed by "THE EQUIPMENT" on the premises used by "THE Client" shall be provided by and maintained at the expense of "THE Client".
e) "THE COMPANY" shall not be responsible for
i) the installation or connection of any equipment belonging to "THE Client" (THE Client'S OWN EQUIPMENT) unless "THE COMPANY" agrees otherwise in writing in advance.
ii) the performance or maintenance of "THE Client'S" equipment.
iii) any loss or damage to "THE COMPANY'S EQUIPMENT" which results from any faults in or failure of "THE Client'S EQUIPMENT"
f) If "THE COMPANY" works to correct a reported fault which subsequently results in no fault being found or if it is found that the equipment was not being operated in the approved manner or was due to negligence on the part of "THE Client" then a charge will be made to "THE Client" for the working time involved together with frill hire charges.

4) "THE COMPANY" may terminate "THE AGREEMENT" at any time without prior notice if "THE Client"
a) has made any material misstatement in any particulars supplied prior to "THE AGREEMENT".
b) fails to comply with any of the terms of "THE AGREEMENT".
c) "THE Client'S" use of "THE EQUIPMENT OR SERVICES" provided to "THE Client" by "THE COMPANY" (whether under the existing Agreement or any other) exceeds any credit limit which "THE COMPANY" may have agreed with "THE Client".
d) on termination of "THE AGREEMENT" for whatever reason "THE Client" must pay all charges incurred up to termination of "THE AGREEMENT" plus as liquidated damages an amount equal to any rental or other charges which would have been payable for the remainder of the appropriate rental period if this has not expired at the rate applicable on termination.
e) "THE Client" must pay all charges which are due for "THE EQUIPMENT" during any period in which "THE Client" is in breach of "THE AGREEMENT" or if "THE Client" uses "THE EQUIPMENT" after "THE AGREEMENT" has been terminated.
f) if "THE COMPANY" terminates "THE AGREEMENT" any accrued rights that "THE COMPANY" has against "THE Client" under "THE AGREEMENT" or otherwise shall not be affected.

5) "THE AGREEMENT" shall immediately determine upon the making of a receiving order in bankruptcy against "THE Client" the calling of a meeting of his/her creditors or the execution of any assignment for their benefit or (where "THE Client" is a limited liability company) upon "THE Client" going into liquidation compulsory or voluntary except for the purpose of reconstruction or amalgamation or suffers a receiver to be appointed of any of its assets or upon any execution or distress being levied upon "THE Client" and not being satisfied within seven (7) days. In the event of determination of "THE AGREEMENT" for any cause "THE Client" shall nevertheless be responsible to make all payments to "THE COMPANY" which would have been payable pursuant to the provisions of "THE AGREEMENT" had the same not been determined and until "THE EQUIPMENT" is delivered to "THE COMPANY"

6) "THE Client" shall insure "THE EQUIPMENT" for its replacement value against all risks in respect of periods when "THE EQUIPMENT" is in "THE Client'S" possession or under "THE Client'S" control and "THE COMPANY'S" interest shall be noted on any policy of insurance taken out by "THE Client" in respect of "THE EQUIPMENT" . (for full insurance details see under insurance heading).

7) "THE COMPANY" gives no warranty that "THE EQUIPMENT" is fit for any particular purpose and "THE Client" acknowledges that its order for "THE EQUIPMENT" is based on its own skill and judgement in evaluating its requirements and the particular task or tasks "THE EQUIPMENT" is intended to fulfil. "THE Client" agrees that any terms implied by statute or otherwise as to the satisfactory quality, merchantability or durability do not apply to the items to be hired by "THE Client" under "THE AGREEMENT" Notwithstanding the foregoing provisions of this sub-clause "THE COMPANY" does not exclude or restrict its liability:
a) for death or personal injury resulting from negligence;
b) arising from any in "THE EQUIPMENT" if and to the extent that "THE COMPANY" is liable under Part I of the Consumer Protection Act 1987 or:
c) arising from the Supply of Goods and Services Act 1982 to the extent that such liability cannot be excluded.

8) "THE COMPANY" will not in any circumstances (save for personal injury or death caused by negligence of "THE COMPANY" ) accept any responsibility for any direct or indirect economic loss consequential loss (including but without prejudice to the generality of the foregoing loss of profits transportation costs or claims from third parties) loss of business, loss of contracts, loss of profits, loss of revenue or loss of goodwill or anticipated savings in expenditure or corruption or loss of data of any kind even if such loss was reasonably foreseeable or "THE Client" had advised "THE COMPANY" of the possibility that "THE Client" might incur such loss arising from any defect in "THE EQUIPMENT" or any delay in supplying the same or replacement thereof. "THE Client" is recommended to take out insurance against any such loss described in this sub-clause 8 within the insurance referred to in paragraph 6 hereof.

9) No employee of "THE COMPANY" is authorised to make alterations to the Terms and Conditions of "THE AGREEMENT" or to waive or vary the same in any way. None of "THE COMPANY'S" employees or agents has authority to make any warranty, statement or promise concerning "THE EQUIPMENT/SERVICES" except in writing signed by a duly authorised representative of "THE COMPANY".
If "THE COMPANY" waives a breach of "THE AGREEMENT" such waiver is limited to that particular breach and no delay on "THE COMPANY'S" part or indulgence granted by "THE COMPANY" to "THE Client" shall constitute a waiver of any of "THE Client'S" other obligations under "THE AGREEMENT".

a) where the term "THE Client" includes more than one individual or an individual and a limited liability company then the obligations and liabilities of "THE Client" shall be joint and several.
b) any person named as "THE Client" on "THE AGREEMENT" confirms that it is acting
both on its own behalf and as the authorised agent of all persons using "THE EQUIPMENT".
c) if officers, employees, agents, representatives or any other person does anything in connection with "THE EQUIPMENT" either on "THE Client'S" behalf or of their own accord but with "THE Client'S" knowledge and consent then "THE Client" is responsible for their actions as if those actions were done by "THE Client".
d) "THE Client" agrees not to vacate the invoicing address set out in "THE AGREEMENT" without first giving "THE COMPANY" seven (7) days notice including a forwarding address.

11) "THE COMPANY" supplies the service of a technician, support engineer or other person on the understanding that all such service is chargeable to "THE Client" at the prevailing rate together with all other expenses, travel costs, subsistence etc. incurred and that "THE COMPANY" shall not be held responsible for any failure, loss or damage of any kind on the part of its employees or representatives however caused. Furthermore any service personnel provided by "THE COMPANY" must NOT under any circumstances be subjected to, or placed in, any hazardous situation likely to endanger or cause injury to its personnel.

12) It is the responsibility of "THE Client" or his / her representative to arrange, acquire and pay the fee for the appropriate licence for the use of any radio microwave or other equipment using specific wavebands. In the event that the appropriate licence has not been acquired and paid for by or on behalf of "THE Client" then "THE Client" or his / her representative hereby agrees to protect and absolve Mersey Film & Video Ltd. from any subsequent prosecution by the Licensing Authority or from any restraint placed upon "THE COMPANY'S" equipment.

13) "THE Client" shall make every endeavour to accord "THE COMPANY" any appropriate credit on all copies of film, television or video production in respect of which "THE COMPANY'S" hire equipment and / or facilities are made available and used on any such production. Any credit so accorded should first be subject to approval by "THE COMPANY".

14) "THE COMPANY" shall not be liable for any breach of "THE AGREEMENT" which is caused by a matter beyond "THE COMPANY'S" reasonable control including without limitation Acts of God, flood, fire, lightning, explosion, the failure or interruption of electricity supplies, national or local emergencies, civil disorder, industrial disputes (whether or not involving "THE COMPANY'S" employees) adverse weather conditions or acts of omission of any government, local or highways. regulatory or other competent authority or gas, electricity, water or telecommunications suppliers, delay or failure in manufacture, production or supply by third parties of any materials, equipment or software required for the provision of "THE EQUIPMENT". Insofar as any part of "THE EQUIPMENT" depends on or is supplied by telecommunication operators or involves the transmission or retransmission of satellite signals. "THE COMPANY" is not responsible for their reliability or quality unless "THE COMPANY" is at fault.

15) Unless "THE AGREEMENT" states otherwise, any notice required or be given under "THE AGREEMENT" must be in writing and delivered personally or sent by prepaid first class post;
a) to "THE COMPANY" at the address on "THE AGREEMENT" or on "THE Client'S" last invoice or at any other address of which "THE COMPANY" shall notify "THE Client" for this purpose.
b) to "THE Client" at "THE Client'S" invoicing address as shown on " THE AGREEMENT".
c) "THE COMPANY" will not be liable to "THE Client" for any claim unless "THE Client" has served notice of the claim on "THE COMPANY" within 11 months of the date on which "THE Client" became aware of the circumstances giving rise to the claim or the date when "THE Client" ought reasonably to have become so aware.

16) "THE AGREEMENT" sets out the whole Terms and Conditions between "THE COMPANY" and "THE Client" for the supply of "THE EQUIPMENT" and replaces any previous Terms and Conditions which may have existed between the parties.

17) "THE COMPANY" may from time to time use credit reference agencies in assessing whether to ask "THE Client" for a deposit and to check "THE Client'S" credit worthiness. "THE COMPANY" reserves the right to give such agencies details and information about "THE Client" and / or "THE Client'S" account situation if "THE COMPANY" suspends or terminates either "THE Client'S" account facilities or the supply of any equipment because "THE Client" has not paid its invoice(s). Such agencies may share this information with other clients.

18) By entering into "THE AGREEMENT", unless "THE Client" has indicated otherwise on "THE AGREEMENT" or "THE Client" asks "THE COMPANY" in writing not to, "THE Client" gives "THE COMPANY" consent to use information concerning "THE Client" for other purposes including disclosure to agents, intermediaries and other third parties for the purpose of marketing and selling other products and services which may be of interest to "THE Client" and for market research or analysis purposes by "THE COMPANY" or any other person, including without limitation the production of performance statistics required by any regulatory authority.

19) These TERMS AND CONDITIONS and all contracts in which they form part shall be construed in accordance with English Law. In the event of any dispute of whatever nature as to the liability of either "THE COMPANY" or "THE Client" such liability shall be determined by the English Courts of Law by whose jurisdiction and decision both "THE COMPANY" and "THE Client" hereby agree to be bound.