TERMS & CONDITIONS FOR HIRE OF GOODS

1 INTERPRETATION

1.1 In these conditions the following words have the following meanings: “Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the hire of any vision pro. The rental may include software and technician services if set out in writing.

“Customer” means the person, firm, company or other organisation hiring the vision pro and / or services ;

“Deposit” means any advance payment required by the Supplier in relation to the Hire Of the vision pro and / or services which is to be held as security by the Supplier;

“Force Majeure” means any event outside a party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, pandemic, explosion, terrorism, governmental actions and any other similar events;

“Glasses” means any vision pro together with any software specified below which are hired to the Customer;

“Hire Glasses” means any vision pro which are hired to the Customer;

“Hire Period” means the period commencing when the Customer holds the Hire Glasses on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events: (i) the physical return of the Hire Glasses by the Customer into the Supplier’s possession; or

(ii) the physical repossession or collection of Hire Glasses by the Supplier; “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities; “Sale Goods” means any Goods sold to the Customer;

“Rental” means the Supplier’s charging rate for the hire of the Hire Glasses which is current from time to time during the Hire Period;

“Supplier” means Adams Agencies Ltd T/A Lens Hire and will include its employees, servants, agents and/or duly authorised representatives;

“Services” means the services and/or work (if any) to be performed by the Supplier for the Customer in conjunction with the Hire Glasses including any delivery and/or collection service for the Goods.

2 BASIS OF CONTRACT

2.1 Apple Glasses are hired subject to them being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Hire Glasses being unavailable for hire or where the Hire Glasses are unavailable due to circumstances beyond the Supplier’s control. Similarly, where content is provided or services added to the hire, whilst the Supplier will use best and reasonable effort to ensure these are correct, the Supplier will not be liable for any loss suffered whatsoever. If the customer requires a particular app then it is their responsibility to ensure that any content is sent through in a timely manner.

2.2 Where hire of the Hire Glasses is to a Customer who is an individual and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly the hire of any Hire Glasses is not covered by the Consumer Credit Act 1974.

2.3 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Where the Customer is acting as a consumer any provision which is marked with an asterisk (*) may, subject to determination by the Courts or any applicable legislation, have no force or effect and if any provision is under the applicable law of the Contract unenforceable in whole or in part or shall have no force or effect the Contract shall be deemed not to include such provisions but this shall not affect the enforceability of the remainder of the Contract. For further information about your statutory rights contact your local authority Trading Standards Department or Citizens Advice Bureau or if based in the Republic of Ireland your local office of the Director of Consumer Affairs or Citizens Information Centre.

2.4 In the event of a conflict between these terms and conditions and the Special Conditions in the Schedule, the Special Conditions shall take precedence.

3 PAYMENT

3.1 The amount of any Deposit, Rental, monies for Sale Goods charges for any Services shall be as quoted to the Customer and must be paid within 2 days of the signing of this Agreement. Where an additional Deposit is required for the Hire Glasses it must be paid in advance of the Customer hiring the Apple Glasses.

3.2 The Customer shall pay the Deposit, Rental, charges for any Services, monies for any Sale Goods and/or any other sums payable under the contract to the Supplier at the time and in the manner agreed. The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.

3.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.

3.4 *If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest (both before and after judgment/decree) on the amount unpaid at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or at the rate of 4% above the base rate from time to time of the Supplier’s bank whichever is higher.

3.5 *The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

3.6 The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract for hire of the Hire Glasses and/or the provision of Services if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.

3.7 The Supplier reserves the right to store the Customer’s credit card details on its password protected customer account system and further reserves the right to use such details against future Rentals made by the Customer. The supplier also reserves the right to use the details to offset against any losses, damages or unpaid rental.

4 RISK OWNERSHIP AND INSURANCE

4.1 Risk in the Goods will pass immediately to the Customer as soon as they leave the physical possession or control of the Supplier.

4.2 Risk in the Hire Glasses will not pass back to the Supplier from the Customer until the Hire Glasses are back in the physical possession of the Supplier.

4.3 Ownership of the Hire Glasses remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Glasses except that they are hired to the Customer. Ownership of any Sale Goods remains with the Supplier until all monies payable to the Supplier by the Customer for the Sale Goods have been paid in full.

4.5 The Customer must not deal with the ownership or any interest in the Hire Glasses. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending. However the Customer may re-hire the Hire Glasses to a third party with the prior written consent of the Supplier.

4.6 The Supplier may provide reasonably priced insurance in respect of the Hire Glasses at an additional cost to the Rental in accordance with Financial Services Authority Requirements. Alternatively the Supplier may require the Customer to insure the Hire Glasses for such reasonable risks as the Supplier may specify and any proceeds of any such insurance shall be paid to the Supplier on demand. The Customer must not compromise any claim in respect of the Hire Glasses and/or any associated insurance without the Supplier’s written consent.

5 DELIVERY, COLLECTION AND SERVICES

5.1 It is the responsibility of the supplier to deliver the Hire Glasses to the customer unless otherwise agreed in writing.

5.2 The customer must provide adequate information, parking and facilities for loading / unloading the Hire Glasses.

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 utilities for the Supplier’s employees, sub- contractors and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence.

5.4 If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation except where the Customer is acting as a consumer and the delay is due to a Force Majeure event.

6 CARE OF HIRE GLASSES

6.1 The Customer shall:-

6.1.1 not remove any labels from and/or interfere with the Hire Glasses, their working mechanisms or any other parts of them and shall take good care of the Hire Glasses and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer;

6.1.2 notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Glasses IF in their possession;

6.1.3 take adequate and proper measures to protect the Hire Glasses from theft, damage and/or other risks, ONLY if in their possession.

6.1.4 notify the Supplier of any change of the event address and upon the Supplier’s request provide details of the location of the Hire Glasses;

6.1.5 permit the Supplier at all reasonable times and upon reasonable notice to inspect the Hire Glasses including procuring access to any property where the Hire Glasses are situated;

6.1.6 keep the Hire Glasses at all times in its possession (if requested) and control and not to remove the Hire Glasses from the country where the Customer is located and/or the country where the Supplier is located without the prior written consent of the Supplier;

6.1.7 When controlling the Hire Glasses, use best practice and/or operating instructions except to the extent that the Supplier has agreed to provide them as part of any Services;

6.1.8 not do or omit to do anything which the Customer has been notified will or may be deemed to invalidate any policy of insurance in place related to the Hire Glasses;

6.1.9 not continue to use Hire Glasses where they have been damaged and will notify the Supplier immediately if the Hire Glasses are involved in an accident resulting in damage to the Hire Glasses, other property and/or injury to any person; and

6.1.10 where the Hire Glasses are using electricity, to ensure that the proper type and/or correct voltage is used and that, where appropriate, the Hire Glasses are properly installed by a qualified and competent person.

6.1.11 ensure that any employees, agents or contractors that operate the Hire Glasses are, if applicable, adequately and sufficiently qualified and trained to operate the Hire Glassses in accordance with all current and applicable legislation.

6.2 The Hire Glasses must be returned by the Customer in perfect working order, and in the same condition when delivered, and in a clean condition. Failure to return any cables that render the Hire Glasses incapable of working will be charged at the continued daily rental rate until the customer replaces the cables.

6.3 No labels may be put on either the devices or covers without consent of the Supplier.

7 BREAKDOWN

7.1 The Customer will be responsible for the cost of all repairs necessary to Hire Glasses during the Hire Period which arise otherwise than as a result of an inherent fault.

7.2 The Customer must not repair or attempt to repair the Hire Glasses unless authorised to do so in writing by the Supplier.

7.3 Where the customer locks any device with a password or account that renders the device unable to be used the customer will be liable to a loss of rental equal to the pro rata daily rental until the correct password is provided or the amount owed exceeds the cost of purchasing a new device at which time the customer will be liable for the replacement cost, plus the loss of rental.

8 LOSS OR DAMAGE TO THE HIRE GLASSES

8.1 The Customer shall remain liable to pay the Rental for the Hire Glasses up to and including the date it notifies the Supplier that the Hire Glasses have been lost, stolen and/or damaged beyond economic repair. This will only apply if the customer is hiring the goods without a technician. In the event that the Hire Glasses aredamaged during the rental period the customer will be liable for the cost of all repairs and replacement costs as well as loss of rental for the time taken to carry out the said repairs.

9 TERMINATION BY NOTICE

9.1 If the Hire Period has a fixed duration, subject to the provisions of Section 10 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.

9.2 If the Hire Period does not have a fixed duration either of the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party any agreed period of notice.

9.2.1 if no period of notice has been agreed or specified the Customer may terminate the Hire Period by the physical return of the Hire Glasses to the Supplier.

9.2.2 if no period of notice has been agreed or specified either party shall be entitled to terminate the hire of the Hire Glasses by giving not less than 14 days’ notice to the other.

10 DEFAULT

10.1 If the Customer:-

10.1.1 fails to make any payment to the Supplier when due without just cause;

10.1.2 breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;

10.1.3 persistently breaches the terms of the Contract;

10.1.4 provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;

10.1.5 pledges, charges or creates any form of security over any Hire Glasses or proposes to compound with its creditors, creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition/Petition for Sequestration presented against it or the Customer takes or suffers any similar action in any jurisdiction;

10.1.6 being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or the Customer takes or suffers any similar action in any jurisdiction;

10.1.7 appears reasonably to the Supplier due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or

10.1.8 appears reasonably to the Supplier to be about to suffer any of the above events; then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in 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 Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Goods owned by the Supplier may be and repossess any Goods;

10.2.2 the Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;

10.2.3 the Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or

10.2.4 *all monies owed by the Customer to the Supplier shall immediately become due and payable.

10.3 Any repossession of the Goods shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Goods.

10.4 Upon termination of the Contract the Customer shall immediately:

10.4.1 return the Goods to the Supplier or make the Goods available for collection by the Supplier as requested by the Supplier; and

10.4.2 pay to the Supplier all arrears for Rentals, Charges for any Services, monies for any Sale Goods and/or any other sums payable under the Contract.

11 LIMITATIONS OF LIABILITY

11.1 *All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.

11.2 *If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property.

11.3 Any defective Goods must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Goods.

11.4 *The Supplier shall have no Liability to the Customer if, without just cause, any monies due in respect of the Goods and/or the Services have not been paid in full by the due date for payment.

11.5 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Goods and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

11.6 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.

11.7 *The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.

11.8 The Supplier shall have no Liability to the Customer for any of the following losses (whether direct or indirect):-

11.8.1 *consequential losses (including loss of profits and/or damage to goodwill);

11.8.2 economic and/or other similar losses;

11.8.3 special damages and indirect losses; and/or

11.8.4 business interruption, loss of business, contracts and/or opportunity.

11.9 *The Supplier’s total Liability to the Customer under and/or arising in relation to any Contract shall not exceed the rental cost excluding delivery and collection charges. To the extent that any Liability of the Supplier to the Customer would be met by any insurance of the Supplier then the Liability of the Supplier shall be extended to the extent that such Liability is met by such insurance.

11.10 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

11.10.1 Liability for breach of contract;

11.10.2 *Liability in tort/delict (including negligence); and

11.10.3 *Liability for breach of statutory and/or common law duty; except clause 11.9 above which shall apply once only in respect of all the said types of Liability.

11.11 Nothing in this Contract shall exclude or limit the Liability of the Supplier for fraud, death or personal injury due to the Supplier’s negligence, nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.

12 GENERAL

12.1 Upon termination of the Contract the provisions of clauses 3.2, 3.4, 3.5, 8.1, 8.2, 8.3 and Section 6 shall continue in full force and effect.

12.2 Each hire of an item of Hire Glasses shall form a distinct Contract which shall be separate to any other Contract relating to other Hire Glasses.

12.3 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.

12.4 *No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

12.5 The Supplier shall have no Liability to the Customer for any delay and/or non-performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

12.6 All third party rights are excluded and no third parties shall have any rights to enforce the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Glasses. Such finance company shall, subject to the Supplier’s consent, have the right to enforce this Contract as if they were the Supplier. This Contract is governed by and interpreted in accordance with the law of the country where the Supplier is located and that country will have exclusive jurisdiction in relation to this Contract.

12.7 Any litigation shall be conducted in the English Courts.

 

The Supplier: Adams Agencies Ltd T/A Lens Hire

Hire Glasses Supplied: 10 x Apple Glasses | 1 x Peli Case

Software Installed:

Address:

The Customer:

Payment Terms: 100% in advance. 5 working days prior to delivery

Address:

 

Delivery Address:

Delivery Date / Time:

Collection Address:

Collection Date / Time:

Signed By The Customer:

Signed By The Supplier: