Terms & Conditions

Hire

1.(a) ITW Limited acting through its trading division Hobart Leasing & Finance, (‘Hobart’, which expression includes Hobart’s successors and assigns) agrees to let the Lessee named overleaf (‘the Lessee’) which takes on hire-purchase for business purposes the equipment described overleaf (‘the Equipment’ which expression includes all accessories, replacements and additions thereto and renewals thereof and any equipment supplied by or at the request of the insurer in substitution of the original equipment) on the terms and conditions of the Agreement.

(b) This Agreement shall commence on the date of its acceptance by Hobart which will be notified to the Lessee.

Delivery of Equipment

2. Hobart is entitled to postpone delivery of the Equipment until the cancellation period has been expired.

Ownership and Option to Purchase Equipment

3. The Equipment shall remain Hobart’s sole and exclusive property until Hobart has received from the Lessee payment of the Total Amount Payable shown overleaf, expenses and any other sums payable by the Lessee to Hobart under this Agreement.

Payment

4. The Lessee on signature of this Agreement, shall pay the Total Amount Payable by the instalments specified overleaf by Direct Debit to Hobart by the due dates stated overleaf without deduction or set off. Time of payment shall be of the essence.
Without prejudice to Hobart’s other rights the Lessee shall be deemed to have repudiated this Agreement if any payment is not made within seven days of Its due date.

Acceptance of the Equipment

5. (a) The Lessee shall furnish the carrier on delivery of the Equipment with a receipt marked “unexamined” and shall notify Hobart and the carrier:

(i) of non-delivery of the Equipment within twenty-one days of the date of despatch of the Equipment. If consigned by rail and within five days of such date if consigned by road.

(ii) of damage to the Equipment within three days of date of delivery of the Equipment and of claims for shortage within seven days of such date.

(b) The Lessee acknowledges that time is of the essence as these periods are fixed by, and limit, the liability of the carrier.

(c) The Lessee shall notify Hobart of any defect (not falling within the above) within fourteen days of delivery of the Equipment and in the absence thereof the Equipment shall be deemed to be to the Lessee’s entire satisfaction.

(d) None of these provisions shall affect such of the Lessee’s statutory rights as may not be excluded or restricted.

Care and Maintenance of the Equipment

6. (a) The Equipment shall remain the exclusive property of Hobart and the Lessee shall not do or permit any act to be done which prejudices or jeopardises Hobart’s rights of ownership. The Lessee shall upon expiry or earlier termination of the Agreement, howsoever caused or arising (unless the Lessee has acquired the Equipment under clause 3) return possession and control of the Equipment to Hobart at premises referred to in clause 10. The Lessee shall retain possession and control of the Equipment at the address stated overleaf, shall not permit the Equipment to become affixed to any premises and shall not sell, charge, lease, pledge or otherwise dispose of the Equipment or permit any lien or hypothec to be created on the Equipment or distress or execution (or in Scotland, a poinding) to be levied on the Equipment.

(b) The Lessee shall at its expense service, maintain and keep the Equipment in good working order, condition and repair (fair wear and tear alone excepted). The Lessee shall be responsible for all loss of, or damage to, the Equipment including any arising out of events beyond the Lessee’s control.

(c) The Lessee shall ensure that the Equipment is at all times kept safe and without risk to health and shall comply with the manufacturer’s instructions both with regard to its installation and use and laws and regulations relating to the Equipment.

(d) The Lessee shall make prompt payment of insurance premiums (including those in respect of the policy) charges, fees, rent, taxes, outgoings and imposts payable in respect of the Equipment or the premises upon which it is situated and shall immediately furnish Hobart with proof of payment upon request.

(e) The Lessee shall permit Hobart or its agent at all reasonable times to inspect the Equipment and to affix nameplates to it.

(f) The Lessee shall observe the instructions set out in the service manual or elsewhere relating to the Equipment and its use.

Insurance

7. (a) The Lessee shall, immediately upon the commencement of this Agreement and throughout its duration, at its expense, insure and keep insured the Equipment to its full replacement value with insurers approved by Hobart (“the insurer”), which approval shall not be unreasonably withheld, under a comprehensive policy (without excess or restriction) against fire, theft, flood, accidental damage and other risks against which it is commercially prudent to insure (‘the policy’) with Hobart’s interest as owner noted on the policy and Hobart endorsed as the loss-payee.

(b) The Lessee shall hold trust for Hobart all monies payable under the policy (‘the policy proceeds’) and irrevocably appoints Hobart to receive the same, limited to the balance outstanding on the agreement.

(d) If the Equipment is damaged, but, in the opinion of the insurer is capable of economic repair, the policy proceeds shall be used to make good the damage with any deficiency being payable by the Lessee to Hobart on demand, limited to the balance outstanding on the agreement.

(e) If the Equipment is lost, stolen or damaged beyond repair, Hobart may, by written notice to the Lessee, end this Agreement, and require that the policy proceeds shall be applied in payment to Hobart of any sum previously accrued due and in payment of the outstanding balance of the Total Amount Payable (which shall then be deemed to have accrued due), less any rebate, in respect of accelerated payment as Hobart in its discretion may allow. The Lessee shall immediately pay any shortfall to Hobart and Hobart shall pay any excess to the Lessee.

(f) Payment of the shortfall or excess under clause 7(e) shall bring this Agreement, and the liability of the parties, to an end. Subject to the foregoing, the damage, to or loss or destruction of, the Equipment shall not affect the continuance of this Agreement.

Termination by Lessee

8. The Lessee may terminate this Agreement at any time in accordance with the notice ‘Termination: Your Rights’ overleaf. The Lessee must then return the Equipment to Hobart at Hobart’s premises, or such other premises as Hobart may reasonably specify, in the condition described in clause 6(b), together with all relevant documents, and payment of the amount stated in the notice overleaf.

Termination upon default

9. The Lessee shall be deemed to have repudiated this Agreement and Hobart may (in addition to its other rights) end this Agreement by written notice to the Lessee if:

(a) The Lessee fails to pay any instalment or other sum payable under this Agreement within seven days of its due date or fails promptly to perform or observe any of its obligations under clauses 6 or 7 of this Agreement;

(b) A bailiff or other officer attaches, seizes or impounds any of the Lessee’s goods pursuant to a court order;

(d) A receiver is appointed over the Lessee’ assets or income (or in Scotland, the Lessee is sequestrated);

(e) Proceedings are commenced for the Lessee’s bankruptcy;

(f) The Lessee convenes a meeting of creditors or enters into a deed of assignment or arrangement for the benefit of creditors or ceases to carry on business or dies or, if the Lessee is a partnership, the partnership is dissolved, or the Lessee convenes a meeting to consider a resolution for its winding up or an administrator is appointed or a winding up order (otherwise than by way of reconstruction or reorganisation) is made in respect of the Lessor; or

(g) Hobart on any other reasonable ground considers its rights in and to the Equipment to be in jeopardy.

Consequences of Termination

10. If this Agreement is Terminated by Hobart under clause 9:

(a) The Lessee shall no longer be in possession of the Equipment with the consent of Hobart, Hobart shall be entitled to repossess the Equipment and without prejudice thereto, may require the Lessee at the Lessee’s expense to deliver the same to Hobart at an address reasonably specified by Hobart;

(b) Hobart shall be entitled to enter any premises where the Equipment is, or is believed to be, to repossess the same;

(c) The Lessee shall pay to Hobart all expenses (including legal costs on a full indemnity basis) incurred by Hobart in ascertaining the whereabouts or taking possession of, preserving, ensuring and storing the Equipment and of any proceedings taken by Hobart to enforce this Agreement; and

(d) The Lessee shall pay to Hobart all arrears plus the aggregate of instalments which, but for the termination, would have become payable, and such amount as is required to restore the Equipment to the condition required by clause 6(b), less:

(i) if repossessed, the nett proceeds of sale of the Equipment if and when sold by Hobart and if not sold within one month of repossession its value is as reasonably determined by Hobart and

(ii) if and when payment is made, any rebate to which the Lessee may be due under the provisions of the Consumer Credit Act 1974.

Expenses

11.(a) Without prejudice to the Lessee’s obligations and Hobart’s other rights, if any sum payable under this Agreement is not paid by its due dated and if such payments is due to a third party Hobart may, but shall not be obliged to, make payment of the sum due on behalf of the Lessee and the Lessee shall reimburse Hobart in such sum on demand.

(b) Hobart may charge a reasonable administration charge in such sum or sums as it may notify the Lessee from time to time in respect of Direct Debits, cheques and other instruments which are stopped, unpaid, returned or recalled payments which are not received and any letter which it or a debt collection agent on its behalf may send to the Lessee in respect of any breach by the Lessee of this Agreement. Until otherwise notified to the Lessee, the administration charge shall be £20.00 (plus VAT.) in respect of each such item.

(c) Hobart shall be entitled to legal costs on a full indemnity basis incurred by it in enforcing this Agreement and to any costs incurred in finding the Lessee’s address if the Lessee changes address without notifying Hobart within seven days.

Exclusions and Indemnity

12.(a) Nothing in this Agreement shall affect such of the Lessee’s rights, and in particular such of the Lessee’s rights under the Supply of Goods (Implied Terms) Act 1973, as may not be excluded or restricted.

(b) The Lessee acknowledges that it selected and satisfied itself with the Equipment and relied on its own skill and judgement in doing so and not on that of Hobart.

(c) Subject to the foregoing and to Hobart’s undertaking to procure on behalf of the Lessee the benefit of the manufacturer’s guarantee, Hobart does not let the Equipment subject to any condition, warranty or representation, whether express or implied, statutory or at common law, all of which are hereby excluded.

(d) Subject to sub-clause (a) and to Hobart being liable for injury or death caused by its negligence or fault, the Lessee agrees to indemnify Hobart against all claims, losses, injuries, damages (including consequential damages) and legal and other costs (on a full indemnity basis) arising out of the presence or use of the equipment.

Miscellaneous

13. Any waiver or indulgence by Hobart shall not affect its strict rights under this Agreement.

14. The Lessee may not transfer, assign, charge, sub-lease or otherwise deal with any of its rights or obligations under this Agreement. Hobart may transfer or assign its rights or obligations under this Agreement.

15. Any notice under this agreement must be in writing and delivered or posted to the relevant party’s address stated overleaf or its last known address and if sent by first class post shall be deemed to have been received forty-eight hours after posting.

16. This Agreement shall be governed by English law and the Lessee submits to the non-exclusive jurisdiction of the English courts. If the Lessee consists of more than one person their liability shall be joint and several. Unless the context otherwise requires reference to one gender shall include the other genders, the singular shall include plural and vice versa and words and expressions defined overleaf shall have the same meaning in these provisions. Headings are for convenience only and shall not affect the interpretation of any provision.

17. This Agreement shall not come into force unless and until it has been signed by the Lessee and by or on behalf of Hobart.

All Inclusive Cover

18. The Customer acknowledges that:

(a) All Inclusive Cover is limited to 2 years from the date the equipment is delivered.

(b) Hobart shall not be responsible for any damage caused to the Equipment as a consequence of limescale build-up due to the quality of water supply, which can vary from region to region. Hard water causes limescale build-up and the use by the Customer of a water softener and/or appropriate water treatment at all times is recommended; and

(c) some Equipment requires specific water treatment units, and Hobart does not accept any responsibility or liability if such recommendations are not adhered to.

19. The Contract does not apply to attendant equipment or installations or water, electric, gas or other services provided or connected to or associated or used with the Equipment. If in the reasonable opinion of a Hobart Technician any such equipment or installations or water, electric, gas or other services provided or connected to or associated or used with the Equipment is at any time considered unsafe Hobart’s obligations under the All Inclusive Cover shall immediately be suspended until the matter is rectified to the reasonable satisfaction of a Hobart Technician. In the case of doubt, Hobart will recommend that advice is taken from an independent qualified adviser and the Customer and Hobart agree to abide by the decision of such independent qualified adviser.

20. If in the reasonable opinion of a Hobart Technician the Equipment is beyond reasonable repair, con- demned or deemed obsolete, it will immediately cease to be covered by the All Inclusive Cover.

21. Any modification of the Equipment which is necessitated by any statute, statutory regulation or other applicable law shall be entirely at the Customer’s own cost and expense

22. Any Time and Material Work will be carried out by a Hobart Technician according to the Customer’s chosen Contract Service Level and charged at Hobart’s Charge Rate. Hobart shall use all reasonable endeavours to meet any performance dates agreed with the Customer but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Hobart may make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Hobart shall notify the Customer in any such event.

23. (a) A Hobart Technician will carry out the number of routine inspections of the Equipment as agreed with the Customer, at the Customer’s Premises.

(b) During each inspection, a Hobart Technician will carry out the Scheduled Tests. Following each inspection Hobart will send the Customer a copy of the Hobart Technician’s inspection report. The Customer may obtain a copy of the Scheduled Tests from Hobart at any time during Business Hours.

(c) All routine inspections will be performed during Business Hours. If Hobart is required to make routine inspections or service calls outside Business Hours it will be entitled to charge for these at the appropriate higher level of Hobart’s Charge Rate.

(d) If during a routine inspection the Hobart Technician is of the reasonable opinion that major repairs to the Equipment are necessary, these will be charged for sep- arately and a written estimate of Hobart’s costs for such repairs will be provided to the Customer upon request. Hobart will only commence carrying out such repairs on receipt of the Customer’s written acceptance of Hobart’s estimate.

24. The All Inclusive Cover includes the following:

(a) If any of the Equipment breaks down Hobart will provide service calls during Business Hours, at no extra charge for labour, unless the breakdown was caused by accident, misuse or malicious damage, fluctuations in the supply of electricity or water, or the unauthorised re-siting of the Equipment in an unsuitable environment, in which event Hobart will charge for labour at Hobart’s Charge Rate. Hobart will in all circumstances charge at Hobart’s Charge Rate for parts;

(b) The All Inclusive Cover does not cover services required outside Business Hours. Hobart will respond to service calls received during Business Hours within a reasonable time. If Hobart undertakes work outside Business Hours it will only do so with the agreement of the Customer’s site manager or the Customer (if an individual) and will be entitled to charge at the appropriate higher level of Hobart’s Charge Rate.

(c) Hobart will supply free of charge all parts which are integral to and required to maintain the Equipment in a satisfactory operating condition, save for any items ancillary to and/or attached to the Equipment (which shall be determined by Hobart in its sole and absolute discretion).

25. The Customer agrees to be responsible for:

(a) the day-to-day cleaning of the Equipment and its immediate surroundings in accordance with established standards of safety and hygiene; and

(b) the upkeep and maintenance of all main services and connections to the Equipment and to arrange for annual checks to be made in respect of the maintenance of such main services and connections. Hobart shall not incur any obligation or liability whatsoever as a result of any failure or fluctuation in the main services and/or connections.

25.1 The Customer agrees that any relocation, adjustment or repair of the Equipment will only be made by, or under the direct supervision of, or strictly in accordance with the recommendations of, a Hobart Technician. If the Customer is in breach of this clause, Hobart shall without limiting its other rights or remedies have the right to suspend MF/MF/00013.0001/473490v4 performance of the Services until such time as any damage caused to the Equipment as a result of any such unauthorised relocation, adjustment or repair of the Equipment has been rectified by a Hobart Technician, who shall be charged out at Hobart’s Charge Rate for any such rectification work. Hobart shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Hobart’s failure or delay to perform any of its obligations in such circumstances.

25.2 The Customer shall co-operate with Hobart in all matters relating to the supply of Services and/or parts and provide Hobart, its employees, agents, consultants and subcontractors, with access to the Customer’s Prem- ises and other facilities as reasonably required by Hobart.

26.All replacement parts supplied or fitted under the Contract will be Hobart manufactured parts, or those of the original manufacturer of the original component, and where these are not available, such alternative parts as Hobart, in its reasonable discretion, considers to be suitable.

26.1 Replacement parts will be covered by a guarantee for six months in accordance with the following terms: Except as a result of

(a) misuse of the Equipment or

(b) a repair or alteration made by the Customer or a third party not authorised by Hobart or

(d) damage caused by limescale, should replacement parts for any reason require replacement and the alleged defect is brought to Hobart’s attention within six months of replacement, Hobart will endeavour to repair or replace the replacement parts free of any additional charge. Hobart’s inability to repair or replace the replacement parts will not be a breach of the Contract but will entitle the Customer to terminate the Contract by giving Hobart one month’s written notice. If the Customer terminates the Contract in such circumstances, Hobart will refund the Customer that proportion of the Standard Contract Fee paid by the Customer as relates to the unexpired period of the relevant year of the Contract.

26.2 The risk in the parts supplied by Hobart shall pass to the Customer on completion of delivery. Title to the parts shall not pass to the Customer until Hobart has received payment in full for the parts.