Terms and Conditions
In these conditions the following words have the following meanings;
‘Company’ means The Garment Rail Company Limited;
‘Conditions’ means the terms and conditions set out in this document;
‘Contract’ means the contract for hire of the Hire Goods between the customer and the company in accordance with these conditions;
‘Customer’ means the person, firm, company or other organisation specified in the Order Confirmation;
‘Deposit’ means any advance payment required by the Company in relation to the Hire Goods pursuant to clause 3.1;
‘Force Majeure’ means any event outside a party’s reasonable control, including but not limited to acts of God, war. Flood, labour disputes, strikes, acts or omissions of sub—contractors, lockouts, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions, vehicular failure or failure of a transport network (including but not limited to traffic jams) and any other similar events;
‘Hire Goods’ means the goods specified in the Order Confirmation for example ‘garment rails’;
‘Hire Period’ means the period commencing when the Customer receives the Hire Goods and ending upon the earlier of: (i) the physical return of the Hire Goods by the Customer into the Company’s possession; or (ii) the physical repossession or collection of the Hire Goods by the Company; ‘Order Confirmation’ means the Company’s written confirmation of the Customer’s order;
‘Delivery Note’ means the document that specifies the exact Hire Goods that have been delivered to the Customer, and on which dates of the rental period are stipulated.
‘Rental Charges’ means the charges for the Hire Goods specified in the Order Confirmation;
‘Services’ means the services and/or work (if any) to be performed by the company for the customer in conjunction with the hire of the Hire Goods including any delivery and/or collection service for the Hire Goods.
2. BASIS OF CONTRACT
2.1. A Contract will come into effect between the Company and the Customer on the basis of the Order Confirmation from the earlier of the Customer’s written or emailed acceptance that the details in the Order Confirmation are correct or the Company’s delivery or release of the Hire Goods to the Customer. The Contract will be governed by these conditions and any prior written or oral representations of the Company or its authorised representatives to the exclusion of all other terms and conditions (including any terms or conditions which the customer purports to apply under any order, confirmation of order, specification or other document).
2.2 Neither the company nor the customer may alter the terms of the contract without the agreement of the other party.
3.1. The Amount of any Deposit, Damage Waiver, Rental Charges and/or Charges for any Services shall be as set out in the Order Confirmation. Where, a Deposit or Damage Waiver is required for the Hire Goods it must be paid by BACS in advance of the company delivering or releasing the Hire Goods to the Customer. Where specified in the Order Confirmation the Company may also require an initial payment on account of the Rental Charges and/or charges for the Services or full payment of such sums in advance of the Company delivering or releasing the Hire Goods to the Customer.
3.2. The Customer shall pay the Rental Charges, charges for any Services, and/or any sums payable under the contract to the company at the time(s)provided in the order conformation. If payment is to be made in instalments the Company reserves the right to suspend its on-going performance of its obligations until any outstanding payment is received.
3.3 The Company shall within 28 days of the date of return of collection of the Hire Goods (i) deduct from the Deposit any sums due to it as provided in these conditions and provide Customer with an itemized statement detailing such deduction and (ii) refund any remaining Deposit to the customer’s bank.
3.4 The Company’s prices are, unless otherwise stated, exclusive of any applicable VAT, which shall be added to the relevant charges payable by the customer at the prevailing rate.
3.5 Any sums due under these Conditions for which pre-payment is not repaid shall be paid within 30 days of the Customer’s receipt of an invoice for the applicable sum from the company.
4. RESPONSIBILITY, OWNERSHIP AND INSURANCE
4.1. The Customer shall be responsible for the Hire Goods immediately from the time the Hire Goods are in Customer’s physical possession or control, being the time when they are loaded into the Customer’s Warehouse/vehicle or unloaded from the Company’s Warehouse/vehicle. The hire of goods will commence on the date detailed on the Delivery Note (begin date), and will end on the specified end date of the rental.
4.2. Responsibility for the Hire Goods will not pass back to the Company from the Customer until the Hire Goods are back in the physical possession of the Company, being the time when they are loaded onto the company’s vehicle or unloaded from the Customer’s vehicle into the company warehouse.
4.3 Ownership of the Hire Goods remains at all times with the Company. The Customer has no right, title or interest in the Hire Goods, and must not sell, or assert any right to possess the Hire Goods other than for the purpose for which they are provided for hire by the Company. The Customer shall not hire or release possession of the Hire Goods to any third party without the Company’s prior written consent, which shall not be unreasonably withheld. The Customer shall in such circumstances remain responsible for the Hire Goods unless such third party enters into a direct agreement with the Company. The Hire Goods are only available to one single client, film/TV production, regardless of length of the Rental Period. Even in the event of two separate productions being associated with the same production company. If it becomes known to the Company that the equipment has been transferred for use to an alternative production, in any capacity whatsoever, for any time scale, without prior knowledge or written consent of the Company, the full Rental Charge may again be applicable. THE RENTAL OF OUR EQUIPMENT IS SOLELY INTENDED FOR USE ON ONE SINGLE FASHION/RETAIL EVENT OR FILM/TV/COMMERCIAL PRODUCTION ONLY, AND SUBLETTING OF THE EQUIPMENT IS STRICTLY FORBIDDEN.
5. DELIVERY, COLLECTION AND SERVICES
5.1. The Hire Goods can be delivered by, or collected from the Company and returned to the Company at the end of the Hire Period by collection by the company or delivery by the customer to the company warehouse, in each case in accordance with the times provided in the Order Confirmation. If the Company agrees to deliver or collect the Hire Goods to and/or from the Customer it will do so at its standard delivery cost as provided in the Order Confirmation and such delivery and/or collection will form part of the Services. If the Company specifies an a.m. delivery or collection, this shall take place between the hours of 9AM and 1PM . If the Company specifies a p.m. collection or delivery, this shall take place between 1PM and 6PM The Company may charge additional sums as specified in the Order Confirmation or as otherwise notified to the Customer if the Customer requests a collection or delivery time outside of those specified above or at a weekend or on bank holidays. Where a customer has requested a timed delivery there will be an allowance of 30 minutes either side of such time due to traffic or unforeseen circumstances.
5.2. The Customer shall be solely responsible for any instructions given by the Customer to any person performing Services while they are on the Customers premises and for any damage which occurs as a result of such persons following the Customers instructions except to the extent that the persons performing the Services are negligent.
5.3 The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to power supplies and utilities for the Company to carry out the services. The Customer will ensure that the site where the Services are to be performed is safe and is, where necessary, cleared and prepared before the services are due to commence.
5.4 The Customer must check all Hire Goods as soon as practicable after delivery and report and damages, faults, shortages or discrepancies to the Company within 48 hours of delivery by either telephone or email. The Company shall use reasonable endeavours to promptly replace any damaged Hire Goods or make up any shortages or discrepancies.
5.5. Where the Hire Goods are to be delivered by the Company, the Customer (or an appropriate representative) must be present when the Hire Goods are delivered by the Company and sign for delivery of all such Hire Goods.
5.6 When the Company is delivering or collecting Hire Goods, a period of 30 minutes from arrival at the site of the Customer shall be permitted for the delivery or collection of the Hire Goods. In the event that such 30 minute period is exceeded as a result of the action or inaction of the customer, additional charges will be applied by the Company at the rate of £15.00 per additional 30 minute period. The Company may deduct any such charges incurred from any deposit held.
5.7. The Company agrees to deliver the Hire Goods to a loading bay or other ground floor entrance unless otherwise agreed prior to the date of delivery. The Company reserves the right to make an additional charge in respect of delivery other than to a ground floor entrance.
5.8 The Customer must inform the Company on request whether any restrictions or special requirements regarding vehicle access for the purpose of delivery or collection apply. This includes delivery or collection site being situated within a congestion charge zone, of which all congestion charges are the responsibility of the Customer and will be added to the delivery charge when necessary and when agreed in advance. In the event that the Customer requests the Company to deliver or collect Hire Goods from an area which is not a designated loading/unloading area, the customer shall be responsible for and shall reimburse the Company in respect of any parking fines/congestion zone charges or any charges incurred by the Company. The Company may deduct any such charges incurred from any deposit.
5.9. The Customer agrees to repack all Hire Goods into their appropriate containers, or in the case of Garment Rails and such items, cable tie together as per the instructions provided. An adequate number of cable ties will be provided for this purpose, but if these have been used or lost it is the Customers responsibility to provide suitable replacement cable ties for return of the Hire Goods. The Customer agrees in circumstances where the Company agrees to collect the Hire Goods to make such Hire Goods available for collection at the same location to which they were originally delivered unless agreed previously in writing or by email. The Company reserves the right to make an additional charge in respect of collection from a location other than the location to which the Hire Goods were originally delivered if no agreement has been made in advance in writing or by email.
5.10. In circumstances where the Company agrees to collect the Hire Goods, the representative of the Company will ask the Customer to provide a returns note or sign a collection note. For the avoidance of doubt, the Customers signature of a collection note is an acknowledgement that the Company has been to collect Hire Goods, not that all Hire Goods have been collected by the Company.
6. CARE OF GOODS
The Customer Shall:
6.1.1. Not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Goods and only use them for proper purpose and in a safe and correct manner. They will be industry professionals, familiar in the assembly and use of all such equipment. They shall only use the Equipment in a careful and proper manner. When collapsing our 6 foot/4 foot garment rails, only cable ties must be used to secure the collapsed bars together.
6.1.2 notify the company as soon as practicable after any breakages, loss and/or damage to the Hire Goods;
6.1.3 take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks, and store the Hire Goods in accordance with any instructions provided to it or where none as appropriate according to the nature of the Hire Goods;
6.1.4. notify the Company of any change of its address and upon the company’s request provide details of the location access to any property where the Hire Goods are situated;
6.1.5. permit the Company upon advance written notice and at a reasonable time agreed to between the parties to inspect the Hire Goods, including procuring reasonable access to any property where the Hire Goods are situated;
6.1.6. keep the Hire Goods at all times in its possession and control and not remove the Hire Goods from the United Kingdom without the prior written consent of the Company;
6.1.7. not continue to use Hire Goods where they have been damaged and notify the Company immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person;
6.2. The Hire Goods must be returned by the Customer or made available for collection by the Company in good working order and condition (fair wear and tear accepted) and in a clean condition. Unclean Hire Goods that require excessive cleaning on return from the Customer could be subject to a cleaning charge that could be deducted from any deposit held if applicable. DO NOT USE ADHESIVE TAPES OR APPLY STICKERS TO ANY OF OUR EQUIPMENT.
7.1. Allowance will be made in relation to the Rental Charges to the Customer for any non-use of the Hire Goods due to breakdown caused by the development of an inherent fault and/or fair wear and tear on condition that the Customer informs the Company as soon as practicable of the breakdown.
7.2. The Company will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs that are required due to fair wear and tear and/or an inherent fault in the Hire Goods or the negligence of the Company. The Customer will be responsible for the actual and verifiable cost directly out of Customers use thereof and excepting claims that arise as a result of fair wear and tear, an inherent fault and/or the negligence of the Company.
7.3. The Customer must not repair or attempt to repair the Hire Goods unless authorised to do so in writing by the Company.
8. LOSS OR DAMAGE TO THE HIRE GOODS
8.1. If the Hire Goods are returned in a damaged, unclean and/or defective state, except where due to fair wear and tear, an inherent fault in the Hire Goods and/or the negligence of the Company, the Customer shall be liable to pay the Company for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for re—hire and to pay Rental Charges (at the rates provided in clause 3.1, calculated pro rata as necessary), until such repairs and/or cleaning have been completed. The Company shall use reasonable endeavors to complete such repairs and/or cleaning as soon as practicable.
8.2. The Customer shall pay loss rental income for any damaged or lost Hire Goods up to the end date of the rental period agreed in the Order Confirmation. When Hire Goods are deemed unusable due to fair wear and tear, or an inherent fault in the Hire Goods and/or the negligence of the Company, from the date the Customer notifies the Company of such issues, the Customer shall from this date be entitled to a weekly pro rata based refund of that particular item from any pre paid amount, or replacement of the item/s with like for like equipment, which the Company will endeavor to supply as soon as practicable at their expense. Any refund due will be calculated from the period the Company were notified of the damage/fault, and will cease upon satisfactory replacement of the Hire Goods. The obligations of this Agreement shall continue in full force and effect through the Hire Period.
8.3. If the Customer does not return any or all of the Hire Goods to the Company, the Company shall notify the Customer of the non returned items prior to invoicing the Customer an amount equal to actual and verifiable replacement cost (as agreed by an independent loss adjustor) of such item, which sum shall be paid by the Customer in accordance with clause 3.5. Sums due under this clause 8.3 are in addition to any sums due under clause 8.2. If non-returned items are subsequently found by the Customer prior to the Company having replaced and the Customer having paid for such items, it is the Customers’ responsibility to return the items to the Company. Where it is necessary for the Company to collect these late returns the Customer will be charged an additional collection fee.
8.4. The Company shall not accept any substitutes for lost or damaged Hire Goods supplied by the Customer unless agreed in writing by the Company.
8.5. The Customer shall return all tools, crates, boxes, pallets and excess cable ties supplied by the Company. Failure to return such items to the Company will result in a charge for their reasonable current value being made against the Customer, which sum may be deducted from any Deposit.
9. TERMINATION BY NOTICE
9.1. If the Hire Period has a fixed duration, subject to the provisions of clauses 10 and 11 neither the Customer nor the Company shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed in writing with the other party.
9.2. If the Hire Period does not have a fixed duration either of the Customer or the Company may terminate the Contract upon giving the other party 7 days notice.
9.3. If no period of notice has been agreed or specified the Customer may terminate the Hire Period by the physical return of the Hire Goods to the Company and the Company shall be entitled to terminate the Contract by giving not less than 7 days’ notice to the Customer. Please note that the Companies storage facilities are NOT permanently manned, and therefore prior warning and arrangement of such returns must always be made 7 days in advance in writing or by email. The company will not be responsible for any failed return attempts or collection charges if a pre arranged delivery HAS NOT been made due to our facilities not being staffed at the time.
10.1. If the Customer;
10.1.1. fails to make any payment to the company when due;
10.1.2. breaches the terms of the Contract and, where the breach is capable of remedy, fails to
remedy the breach within 14 days of receiving notice requiring the breach to be remedied;
10.1.3. Persistently breaches the terms of the contract;
10.1.4. provides incomplete, materially inaccurate or misleading facts and/or information in
connection with the contract;
10.1.5. creates or purports to create any form of security over any Hire Goods, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim moratorium in respect of claims and/or proceedings, or suffers any distress, execution or other legal process over its property, or (where an individual) has a bankruptcy petition presented against him/her or takes or suffers any similar action in any jurisdiction;
10.1.6. being a company, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets or takes or suffers any similar action in and jurisdiction; then the Company may, without prejudice to any other remedies, exercise any or all of the rights set out in clause 10.2 below.
10.2. If any of the events set out in clause 10.1 above occurs in relation to the Customer then:
10.2.1. except where the Customer is acting as a consumer the Company may enter, with prior notice and at times acceptable to Customer, any premises of the Customer (owned or controlled by the Customer) where Hire Goods owned by the Company may be and repossess any Hire Goods;
10.2.2. the Company may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;
10.2.3. the Company may immediately cancel, terminate and/or suspend without liability to the Customer the Contract. Subject to the application of Para 10.1.2
10.3. Any repossession of the Hire Goods shall not affect the Company’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Hire Goods.
10.4. The Customer may terminate the Contract immediately by notice in writing to the Company if the Company is in material breach of the Contract and where remediable fails to remedy the breach within 14 days of its receipt of notice from the Customer requiring its remedy.
10.5. Upon termination of the Contract under clause 9 or 10 the Customer shall immediately:
10.5.1. return the Hire Goods to the Company or make the Hire Goods available for collection by the Company as requested by the Company, in each case in accordance with these Conditions; and
10.5.2. pay to the Company all sums outstanding for Rental Charges, charges for any Services and/or any other actual and verifiable sums payable under the Contract.
If the Customer decides to cancel the Hire Period prior to delivery and the Company is unable to hire the Hire Goods during the Hire Period to a third party the Company reserves the right to apply the following charges (where applicable by deducting sums from the Deposit, with any remaining Deposit being returned to the Customer within 28 days of the date of cancellation):
Notice period given
48 hours prior to delivery 50% Rental Charge
Up to 5 days prior to delivery 30% rental Charge
Up to 10 days prior to delivery No Charge
All cancellations must be confirmed in writing to the Company by writing or email. Where the Customer is a consumer the Company will pay an equivalent sum to the Customer if the Company cancels the Contract. On payment by either party of any sums due under this clause 11 the Contract shall terminate.
12. LIMITATIONS OF LIABILITY
12.1 Subject to clauses 12.2, 12.3 and 12.4, if a party breaches the Contract, it shall not be responsible for any losses that the other party suffers as a result except those losses which are a foreseeable consequence of that breach.
12.2 Neither party shall be responsible for loss of anticipated savings that results from its breach of contract
12.3 Neither party’s liability to the other party for breach of the Contract (including where due to negligence or for breach of section 13 of the Supply of Goods and Services Act 1982) will exceed five times the Rental charges and charges for Services. This clause does not limit sums that may be payable under clause 8 of these conditions.
12.4 This clause 12 does not limit or exclude either party’s liability for:
12.4.1. death or personal injury caused by its negligence;
12.4.2. fraud or fraudulent misrepresentation;
12.4.3. (in the case of the Company) any breach of the obligations implied by the supply of Goods and Services Act 1982 (other than breach of section 13 provided for above in clause 12.3 for which Liability is hereby excluded); or
12.4.4. any other liability that cannot be lawfully excluded or limited under applicable law.
13. EVENTS OUTSIDE A PARTY’S CONTROL
13.1 Neither party will be liable or responsible to the other party for any failure to perform, or delay in performance of, any of its obligations under these Conditions that is caused by Force Majeure.
13.2 A party’s obligations are suspended for the period that the Force Majeure continues. The affected party will take reasonable steps to bring the Force Majeure to a close or to find a solution by which its obligations under the Contract can be performed despite the Force Majeure.
14.1. Upon termination of the Contract the provisions of clauses 3.3, 3.5, 8, 10, 12 and 14 shall continue in full force and effect.
14.2 If any court or competent authority decides that any provision(s) of these Conditions is invalid, unlawful or unenforceable to any extent, such Condition(s) will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
14.3 If either party fails to insist that the other party performs any of its obligations under the Contract, or if a party does not exercise any of its rights or remedies under the Contract, that will not mean that the relevant party has waived such rights or remedies and will not mean that the other party does not have to comply with those obligations. If a party waives a breach by the other party, that will not mean that it will automatically waive any subsequent default by the other party.
14.4. The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.5. All notices sent by either party to the other must be sent to the contact address set out in the Order Confirmation Notices will be deemed received and properly served 24 hours after an email is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
14.6. The Company will only use the personal information the Customer provides to the Company to provide the Services and perform its obligations under the Contract. The Company will not pass Customer data to third parties with the exception that the Customer acknowledges and agrees that the Company may pass Customer data to credit reference agencies subject to the Company providing appropriate credit reference terms to the Customer at the appropriate time.
14.7. The Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
15. RIGHTS; WAIVER OF INJUNCTIVE RELIEF
15.1 All rights of every kind in and to all photography and sound recordings made using any of the Hire Goods shall be solely owned in perpetuity by Customer and its successors and assigns, and neither Company or any of its employees, agents or affiliates or other party now or hereafter having an interest in said Hire Goods shall have any right of action, including without limitation any right to injunctive relief against Customer, its successors, assigns and/or any other party arising out of any use or non-use of said photography and/or sound recordings. Neither Customer, nor its successors, assignees or licensees shall be obligated to make any actual use of any photography, recordings, depictions or other results or proceeds from use of the Hire Goods in any motion picture or otherwise.
15.2 Company’s sole and exclusive remedy in connection with Customer’s breach, termination or cancellation of this Contract or any term hereof, shall be an action for damages, and Company irrevocably waives any right to seek and/or obtain rescission and/or equitable and/or injunctive relief in connection with this Contract (or breach or alleged breach hereof) against Customer’s picture or Customer’s use of the Hire Goods.