STANDARD TERMS AND CONDITIONS

Lowe Rental – Events and Expos Hire

These conditions apply to all contracts for the hire of equipment by Lowe Rental and shall apply in place of and prevail over any terms or conditions contained or referred to in any hirer’s order or in correspondence or elsewhere or implied by trade custom, practice or course of dealing unless specifically agreed to in writing by a director of Lowe Rental.
1.	DEFINITIONS & FORMATION
1.1	The following definitions and rules of interpretation apply to this Hire Contract:
	“Business Day” means a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
	“Charges” means the total amount payable by the Hirer for the hire of the Equipment as set out in the Quotation or (in the event that no Quotation is provided by the Owner to the Hirer) as agreed in writing between the Owner and the Hirer.
	“Consumer Prices Index” means the consumer prices index as published by the Office for National Statistics or equivalent body from time to time.
	“Damage Waiver” means the non-refundable fee specified in the Quotation or Order Form, in consideration for the Owner waiving the Hirer’s liability for accidental cosmetic to the Equipment during the Hire Period, subject to clause 18.
	“Deposit” means any deposit amount set out in the Hire Contract or the Quotation.
	“Equipment” means the equipment listed in the Quotation and any other equipment or goods of any nature whatsoever provided by the Owner to the Hirer in accordance with these conditions.
	“Force Majeure Event” means any circumstance or event beyond the Owner’s reasonable control, including an act of God, war, armed conflict, military or terrorist activity, civil unrest, sanctions, embargoes or trade restrictions, government intervention, border closure, pandemic, epidemic, fire, flood, storm or adverse weather conditions, national strike, lock-out, trade dispute or labour disturbance, closure, congestion or disruption of any port, airport or transport route, customs or border delay or restriction, cancellation or unavailability of shipping or air-freight capacity, or any delay or disruption caused by a carrier, freight forwarder, port, airport, customs authority or other logistics provider which is beyond the Owner’s reasonable control.
	“Hire Contract” means the contract between the Owner and the Hirer in connection with the hire of the Equipment incorporating these conditions, the Quotation and the Order (where applicable).
	“Hire Period” means the period during which the Equipment is hired by the Owner to the Hirer under the Hire Contract (and, if the Hire Contract subsists for different periods in relation to different items of Equipment, as the context requires or permits the period during which each item of Equipment is hired by the Owner to the Hirer) and includes any period during which the Equipment is in the possession or under the control of the Hirer otherwise than with the consent of the Owner.
	“Hirer” means the person, firm, company, corporation or authority specified as the hirer of the Equipment and includes his/her, its or their successors or personal representatives.
	“Minimum Hire Period” means the fixed period for which the Equipment is hired for the event or exhibition identified in the Quotation or Order, commencing and ending on the dates stated in the Quotation or Order, or as otherwise agreed in writing between the Owner and the Hirer and including any agreed period for delivery, installation, breakdown and collection.
	“Minimum Hire Charge” means the minimum amount charged by the Owner for the Minimum Hire Period as stated in the Quotation or (in the event that no such period is specified in the Quotation) as agreed between the Hirer and the Owner and stated in the Hire Contract.
	“Order” has the meaning given to it in clause 1.2.
	“Owner” means Lowe Rental Ltd. (company number NI058627) whose registered address is Unit 1, Lissue Industrial Estate East, 9 Lissue Walk, Lisburn, BT28 2LU.
	“Quotation” means the document or web-page provided by the Owner setting out the Charges, a list of the Equipment and any Minimum Hire Period.
	“Renewal Period” means any extension of the Minimum Hire Period.
	“Retail Prices Index” means the retail prices index as published by the Office for National Statistics from time to time.
	“Site” means where the Equipment is or is to be located during the Hire Period.
1.2	Each Quotation constitutes an invitation for the Hirer to place an order with the Owner. Unless otherwise agreed in writing by the Owner, the Charges are payable in full in advance and no Hire Contract shall be formed and no order shall be accepted or placed until the Owner has received payment in full, in cleared funds, of all Charges set out in the Quotation. Following receipt of payment, the Owner shall confirm acceptance by returning a countersigned Quotation or agreed terms, issuing a rental confirmation or sending an electronic communication confirming acceptance (each constituting an “Order”), at which point the Hire Contract shall be formed and the Order shall be binding on the parties.
1.3	The Hirer is responsible for the accuracy of information on the Order.
2.	CONSENTS LICENCES AND PERMISSIONS
2.1	The Hirer shall obtain and maintain in force at all times all permissions, consents, licences, passes, permits, approvals and delivery, installation and collection slots required for the Equipment or for the delivery, erection, installation, operation or removal of the Equipment or any part of it, including those required by the event organiser or operator of the Site, under any applicable statute, regulation or bye-law, and shall comply with any conditions imposed therein.
2.2	The Owner shall not, other than in exercise of its rights under the Hire Contract or applicable law, interfere with the Hirer’s quiet possession of the Equipment.
2.3	The Owner reserves all intellectual property rights in or relating to the Equipment, including copyright in all drawings, plans, diagrams, operation or installation manuals, specifications, lists of components, illustrations and images of the Equipment or any part of it, all rights in all designs of or relating to the Equipment or any part of it prepared or created by the Owner and all rights in the trade and service marks (registered and unregistered) used by the Owner in connection with the Equipment or any part of it and the Hirer hereby acknowledges that it shall not acquire any such rights and that all such rights are, and shall remain, vested in the Owner.
3.	DELIVERY
3.1	The Owner will use its reasonable endeavours to deliver the Equipment to the Site on the date or within the delivery window specified in the Order or as otherwise agreed in writing between the Owner and the Hirer. Unless otherwise specified in writing, time will not be of the essence. The Owner shall not be liable for delay or failure to deliver caused by a Force Majeure Event, any act or omission of the Hirer, the event organiser or operator of the Site, or any carrier, freight forwarder, customs authority or logistics provider where the cause is beyond the Owner’s reasonable control. This clause shall not exclude liability to the extent that the delay or failure is caused by the Owner’s material breach or negligence, subject always to clause 15.
3.2	The Hirer will provide the Owner, by the dates specified in the Order or otherwise reasonably notified by the Owner, with all information, approvals and assistance reasonably required to plan and facilitate delivery, installation and collection. If the Hirer fails to do so, the Owner may alter the delivery or installation arrangements, charge the Hirer for reasonable additional costs caused by that failure, or terminate the Hire Contract without refund of the Charges.
3.3	It is the Hirer’s responsibility to ensure the suitability and readiness of the Site and access for the Equipment, including that the stand or installation area is complete, level, free of obstructions and provided with the services required under clause 5. Any reasonable costs arising from the unsuitability or unavailability of the Site or access route, or any consequent failed or delayed delivery or installation, shall be chargeable to the Hirer where caused by the Hirer, the event organiser or operator of the Site.
3.4
4.	LOADING AND UNLOADING
4.1	The Hirer shall deliver up the Equipment at the end of the Hire Period for collection by the Owner, ensure that the Equipment is disconnected, emptied, cleaned, accessible and available during the agreed collection slot, and allow the Owner or any of its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment. The Hirer shall pay the Owner’s reasonable additional collection, storage, transport and attendance costs where collection is delayed or prevented by the Hirer, the event organiser or operator of the Site.
5.	CONNECTION OF MAINS SERVICES
5.1	Connection and disconnection of services on the Site is the responsibility of the Hirer.
5.2	If delivery or commissioning (if agreed) of the Equipment is not possible due to a failure to comply with clause 5.1 or 5.2, the Owner shall not be in breach and the Hirer shall not be entitled to a refund. The Hirer will be liable for any reasonable additional costs the Owner incurs where that failure is caused by the Hirer, the event organiser or operator of the Site.
6.	MAINTENANCE, CARE AND ALTERATIONS
6.1	The Hirer shall use the Equipment in a skilful and proper manner and in accordance with any operating instructions issued with the Equipment and shall ensure that the Equipment is operated and used by properly skilled and trained personnel. The Hirer shall be responsible for maintaining the Equipment in the same condition as on the date of its delivery and for returning the Equipment at the expiry of the Hire Period in a good and clean condition (fair wear and tear excepted).
6.2	If at any time during the Hire Period the Equipment (or any part of it) is lost or damaged the Hirer shall immediately notify the Owner. Subject to any applicable Damage Waiver under clause 18.5, the Hirer shall be responsible for the full cost of replacement or repair. In the case of damage, the Owner shall (in its absolute discretion) determine whether the damage shall be made good by repair or the Equipment be replaced. The Owner may elect to invoice replacement charges for lost Equipment during or at the end of the Contract Period. The Hirer shall be responsible for the replacement of all consumable items such as dishwasher salts, water softeners, calcium treatment units, slicer blades and light bulbs.
6.3	The Hirer shall not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscate, seized, or taken, the Hirer shall notify the Owner and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Owner on demand against all losses, costs, charges, damages, and expenses incurred as a result of such confiscation.
6.4	No alteration or modification may be carried out to the Equipment.
6.5	Nothing may be affixed whether temporarily or permanently to any of the interior or exterior walls of the flatpack coldroom, cabin or portable building housing or forming part of the Equipment and any holes or other damage caused to any interior or exterior walls shall be charged to and payable by the Hirer in accordance with these terms.
6.6	In the event of any item of the Equipment malfunctioning, the Hirer will inform the Owner at the earliest possible opportunity and provide all reasonable information and assistance required to diagnose the malfunction. The Owner will use reasonable endeavours, having regard to the location of the Site, access restrictions, availability of engineers and replacement equipment, to provide remote or on-site assistance and, at its option, repair or replace the Equipment. No particular response, attendance, repair or replacement time shall apply unless expressly agreed in the Order.
6.7	If in the opinion of the Owner any malfunction of the Equipment is caused by misuse, neglect, malicious vandalism or impact damage, the cost of repairs (including a call-out charge at the Owner’s rates ruling at the time) will be charged to and payable by the Hirer in accordance with these terms. If in the opinion of the Owner (i) the malfunction is caused by incorrect usage, insufficient or interrupted gas, electrical, water, drainage or other services, inadequate water treatment, Site or event infrastructure, or any other problem unrelated to the Equipment, regardless of whether the Owner has conducted maintenance visits; or (ii) the Equipment is not malfunctioning, the Owner will charge the Hirer a full call-out charge at the Owner’s rate ruling at the time, including all transport charges. For the avoidance of doubt, the Damage Waiver shall apply only where the damage is accidental and is not excluded under clause 18.5.3.
6.8	In times of severe weather, precautions should be taken by the Hirer to avoid frost, flood, wind, hail, rain or storm damage. The Owner recommends that the Equipment be drained down or kept heated (as appropriate) overnight at such times. Any damage caused by frost, flood, wind, hail or storm is the responsibility of the Hirer.
6.9	In the event the Owner provides a cabin or portable building with the Equipment, under no circumstances may the Hirer remove any Equipment or part thereof from such cabin or portable building. No cooking equipment connected to a supply of water, electricity or gas, other than equipment supplied by the Owner, may be used within any portable kitchen supplied by the Owner unless prior consent in writing is given by the Owner.
6.10	The Hirer shall be responsible for ensuring compliance with any applicable rules or regulations relating to health or safety at work and shall take such steps (including compliance with all safety and usage instructions provided by the Owner) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained. In particular:
	6.10.1	The Hirer shall not use the Equipment for any unlawful purposes.
	6.10.2	The Hirer will not do or permit to be done anything that could invalidate the insurances referred to in Condition 18 (Title, Risk and Insurance).
	6.10.3	If it is necessary or prudent for fire extinguishers to be available at the Site within the cabin or portable building supplied by the Owner, the Hirer shall be responsible for supplying them.
	6.10.4	The Hirer shall be responsible for the chlorination of water supply pipework.
6.11	Should any fixed or loose item of Equipment not be returned with the Equipment at the expiry of the Hire Period then rental will be charged on that item until it is either returned to the Owner or payment for the item is received by the Owner. The minimum hire charge for such items will be £20 plus £1 per item per day.
6.12	If any Equipment is returned to the Owner damaged, the Owner may subject to any applicable Damage Waiver under clause 18.5, recover the costs of repair or replacement (at its discretion) from the Hirer through retention of the Deposit, security bond and/or by raising an invoice for same which shall be payable within 14 days.
7.	INSPECTION
7.1	Subject to applicable security, regulatory and event access requirements, the Hirer shall allow the Owner, its agents or servants or any person authorised by the Owner reasonable and prompt access to the Equipment to inspect, test, adjust, repair, remove or replace the same.
7.2	The Hirer shall procure that all necessary consents, passes and permissions from the event organiser, operator of the Site and any other relevant third party are obtained and kept in force to permit the Owner reasonable and prompt access to the Equipment for the purpose of the Hire Contract.
8.	HIRE PERIOD
8.1	The Minimum Hire Period shall be the fixed hire period stated in the Quotation or Order for the relevant event or exhibition (the “Event”), including any agreed period for delivery, installation, breakdown and collection. The Minimum Hire Period shall commence and end on the dates stated in the Order and shall not be shortened by non-use, delayed use or early return of the Equipment.
8.2	The Hirer shall have no right to terminate the Hire Contract or reduce the Minimum Hire Period once the Order has been accepted, and the Charges shall remain payable in full for the Minimum Hire Period.
8.3	Cancellation, postponement, relocation, curtailment or abandonment of the Event by the Hirer, event organiser, operator of the Site or any third party shall not terminate the Hire Contract, reduce the Minimum Hire Period or entitle the Hirer to any refund.
8.4	The Owner may, in its sole discretion and subject to availability of Equipment, personnel and transport, agree to provide the Equipment for revised Event dates or at a revised location. Any such agreement must be recorded in writing and the Hirer shall pay any additional Charges and costs notified by the Owner. If the Owner cannot accommodate the revised arrangements, the Hirer shall not be entitled to a refund.
8.5	Any extension of the Hire Period beyond the Minimum Hire Period requires the Owner’s prior written agreement and is subject to availability of the Equipment and agreement of the additional Charges and any additional transport, staffing, storage or logistics costs.
9.	RENTAL TERMS, PAYMENT TERMS AND DEPOSIT
9.1	Unless otherwise agreed in writing by the Owner, the Hirer shall pay all Charges in full in cleared funds in advance in accordance with clause 1.2. No Equipment will be reserved and the Owner shall not be required to commence preparation, modification, freight booking or mobilisation until payment has been received.
9.2	The Charges are exclusive of VAT and any other applicable taxes and duties, bank charges, charges conversions or similar charges which shall be payable by the Hirer at the rate and in the manner to time prescribed by law.
9.3	If the Owner agrees to extend the Minimum Hire Period, the Hirer shall pay the additional Charges and costs notified by the Owner in advance of the extension, unless otherwise agreed in writing.
9.4	All Charges shall be paid by the Hirer punctually to the Owner and subject to clause 9.8 below no allowance, deduction, discount or set-off shall be permitted.
9.5	In the event of late payment the Owner reserves the right to charge interest at the rate of 4% above the base lending rate of The Bank of England (compounded monthly) on any amount outstanding from time to time before as well as after any judgement from the due date for payment until the date of payment in full thereof.
9.6	Where required under the Hire Contract or set out in the Quotation, the Hirer shall pay a security bond to the Owner upon entering into the Hire Contract. The amount of such security bond shall be held by the Owner until the safe return of the Equipment in accordance with these conditions. The security bond may be set-off by the Owner against the Charges or applied by the Owner in its reasonable discretion to fund costs payable by the Hirer in connection with lost or damaged or inadequately cleaned Equipment.
9.7	If the Quotation includes a Deposit then the Deposit is a deposit against default by the Hirer of payment of any Charges or any loss of or damage caused to the Equipment. The Hirer shall, on the date of the Hire Contract, pay the Deposit in such amount as is detailed on the Quotation. If the Hirer fails without due cause to fulfil any Charges in accordance with the Hire Contract, or causes any loss or damage to the Equipment (in whole or in part), the Owner shall be entitled to apply the Deposit against such default, loss or damage. The Hirer shall pay to the Owner any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. Subject to these terms, the Deposit shall be returned to the Hirer at the end of the Hire Contract.
9.10	If at the time of entering into the Hire Contract the Hirer issued a specific purchase order number for the Hire Contract, the Owner will reference that purchase order number on all invoices issued to the Hirer. If following the issue of the Hirer’s initial purchase order number:
	9.10.1	the Hirer’s requirements change such that additional Charges are due in excess of those covered by the initial purchase order number; and
	9.10.2	the Hirer fails for any reason to promptly issue a revised or supplementary purchase order number to cover such additional Charges,
	then the Hirer hereby authorises the Owner to raise its invoices for such additional Charges citing the original purchase order number provided. Invoices issued pursuant to this clause 9.10 shall be deemed to have been properly rendered and otherwise paid in accordance with the terms of this Hire Contract. For the avoidance of doubt, nothing prevents the Owner from issuing invoices without a purchase order number.
10.	FORCE MAJEURE
10.1	If the Owner is prevented, hindered or delayed from or in performing any or all of its obligations under this Hire Contract by a Force Majeure Event, the affected obligations shall be suspended for so long as and to the extent that the Owner is prevented, hindered or delayed. The Owner may alter delivery, installation, collection, transport routes, carriers or other arrangements where reasonably necessary as a result of the Force Majeure Event.
10.2	The Owner shall not be liable to the Hirer for any loss or damage which may be suffered by the Hirer as a direct or indirect result of the delay and the Hirer shall not be entitled to a refund of the Charges, where delivery of the Equipment or performance of the Owner’s obligations is prevented, hindered or delayed by a Force Majeure Event, including where the Equipment cannot be delivered or used during the Event as a result.
10.3	As soon as reasonably practicable after the commencement of a Force Majeure Event, the Owner shall notify the Hirer in writing of the nature and extent of the circumstances giving rise to the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement.
10.4	The Owner shall use reasonable endeavours to mitigate the effects of the Force Majeure Event. The Owner shall not be required to incur material or disproportionate additional expenditure, use materially more expensive freight or transport, expose its personnel or Equipment to material health, safety or security risks, or act contrary to applicable law or government, insurer or security advice.
10.5	Where the Owner reasonably determines that, because of a Force Majeure Event, delivery or performance cannot be achieved within the required Event window, would be unsafe or unlawful, or would require material or disproportionate additional cost, the Owner may cancel the affected part of the Hire Contract without liability or compensation to the Hirer and without refund of the Charges.
11	TERMINATION
	Without prejudice to the Owner’s right to arrears of Charges or other sums due under the Hire Contract the Owner may terminate the hire under the Hire Contract by notice to the Hirer upon the occurrence of any of the following events:
11.1	if the Hirer fails to pay the Charges or any other sums agreed to be paid by the Hirer to the Owner under the Hire Contract on the due date; or
11.2	if the Hirer breaches any term of the Hire Contract; or
11.3	if the Hirer does or allows to be done any act or thing which may prejudice or endanger the Owner’s property or rights in the Equipment; or
11.4	if the Hirer dies or otherwise becomes incapable of performing its obligations under the Hire Contract; or
11.5	if the Hirer has a bankruptcy order made against him/her; or
11.6	if the Hirer is liquidated or wound up or has a petition for winding up presented against it or it pass a resolution for voluntary winding-up (otherwise than for reconstruction or amalgamation to which the Owner shall have given its written consent); or
11.7	if the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
11.8	if the Hirer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer; or
11.9	if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Hirer; or
11.10	if the holder of a qualifying floating charge over the assets of the Hirer has become entitled to appoint or has appointed an administrative receiver; or
11.11	if a person becomes entitled to appoint a receiver over the assets of the Hirer or a receiver is appointed over the assets of the Hirer; or
11.12	if a creditor or encumbrancer of the Hirer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Hirer’s assets and such attachment or process is not discharged within 14 days; or
11.13	if the Hirer shall abandon the Equipment whereupon the Owner’s consent to the Hirer’s possession of the Equipment shall be terminated immediately and the Owner may take possession of the Equipment wherever it or any part of it may be.
12.	CONSEQUENCES OF TERMINATION
12.1	Immediately upon notification of the termination of the Hire Contract pursuant to clause 11 above there shall become immediately due and payable by the Hirer to the Owner:
	12.1.1	all and any Charges then due (including all and any arrears); and
	12.1.2	all and any Charges which were agreed to be paid by the Hirer at the end of the Hire Period or any extension thereof.
12.2	The Hirer shall indemnify the Owner against, and shall promptly reimburse the Owner upon receipt of any invoice from the Owner in respect of, all expenses and costs incurred by the Owner in retaking possession of the Equipment and/or enforcing its rights under the Hire Contract.
13.	CANCELLATION
13.1	Once the Order has been accepted, the Hirer may not cancel the Hire Contract. Any purported cancellation, or any failure by the Hirer to comply with its obligations which the Owner elects to treat as a repudiation, shall not release the Hirer from its obligation to pay the Charges in full.
	13.1.1	all Charges paid are non-refundable and any unpaid Charges shall become immediately due and payable; and
	13.1.2	cancellation, postponement, relocation, curtailment or abandonment of the Event, or the Hirer no longer requiring the Equipment, shall not entitle the Hirer to cancel the Hire Contract, reduce the Charges or receive a refund, subject only to any revised arrangements expressly agreed by the Owner under clause 8.4.
14.	CLEANING
14.1	The Hirer shall fully clean the Equipment each day during the Hire Period. If the Owner (in its absolute discretion) considers that the Equipment requires cleaning at any time during the Hire Period to ensure its efficient operation or its continued efficient operation, the Owner shall be entitled to clean the Equipment and charge the cost of so doing to the Hirer.
14.2	At the expiry of the Hire Period and prior to the collection of the Equipment by the Owner the Hirer will deep clean the Equipment so that the Hirer returns the Equipment to the Owner in the same condition (fair wear and tear excepted) and standard of cleanliness as it was when it was delivered by the Owner. If the Equipment is not cleaned to an acceptable standard, as determined by the Owner acting reasonably, the Owner may charge the Hirer for the reasonable costs of cleaning.
15.	CONDITIONS, WARRANTIES AND EXCLUSIONS
15.1	The Hirer shall inspect the Equipment promptly on delivery and, in any event, before the Event opens, and shall notify the Owner immediately of any apparent shortage, damage or defect. Any latent defect shall be notified immediately on becoming apparent.
15.2	The Owner warrants that the Equipment shall substantially conform to its specification (as made available by the Owner to the Hirer), be of satisfactory quality and fit for purpose as determined by the Owner but no warranty or representation is given or made that the Equipment is suitable for the purpose required by the Hirer.
15.3	In the event of malfunction, failure or poor or partial performance of the Equipment or any part of it and subject to the provisions of clause 15.1 and clause 6 above, the liability of the Owner shall, be limited to, at its option, repairing or replacing the Equipment or relevant part affected. Where the Owner is unable to provide usable Equipment due solely to its material breach or negligence and no Force Majeure Event or act or omission of the Hirer, event organiser or operator of the Site applies, the Owner shall refund the Charges attributable to the affected Equipment or service. That refund shall be the Hirer’s sole financial remedy for that failure.
15.4	Without prejudice to clause 15.5, the Owner’s maximum aggregate liability in connection with the Equipment or the Hire Contract (including any refund and any liability for the acts or omissions of its employees, agents and subcontractors), whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever shall in no circumstances exceed the amount equal to the aggregate Charges paid or payable by the Hirer under the Hire Contract.
15.5	Nothing in the Hire Contract shall exclude or in any way limit:
	15.5.1	either party’s liability for death or personal injury caused by its own negligence;
	15.5.2	either party’s liability for fraud or fraudulent misrepresentation; or
	15.5.3	any other liability which cannot be excluded by law.
15.6	Except as expressly set forth in the Hire Contract all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the Equipment are excluded to the fullest extent permitted by law and in no event shall the Owner be liable for any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not the Owner is advised of the possibility of loss, liability, damage or expense):
	15.6.1	loss of revenue;
	15.6.2	loss of actual or anticipated profits (including for loss of profits on contracts);
	15.6.3	loss of the use of money;
	15.6.4	loss of anticipated savings;
	15.6.5	loss of sales or business;
	15.6.6	loss of operating time or loss of use;
	15.6.7	loss of opportunity;
	15.6.8	loss of or damage to goodwill;
	15.6.9	loss of or damage to reputation;
	15.6.10	loss of, damage to, or corruption or reconstitution of data; or
	15.6.11	any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of a type specified in clauses 15.6.1 to 15.6.10), including wasted event, exhibition, venue, stand, sponsorship or marketing expenditure.
15.7	Direct financial and other loss not excluded by this clause is accepted by the Owner up to the limit set out in clause 15.4.
15.8	In particular, the Owner accepts no liability for loss of or damage to food or stock due to defects in or breakdown of any Equipment.
16.	TRANSPORT
16.1	Unless otherwise stated in the Quotation provided by the Owner to the Hirer, the Hirer shall pay to the Owner the cost of the transport of the Equipment from the Owner’s premises to the Site and its return to the Owner’s premises. Transport and delivery charges are based on prices applicable at the date of the Quotation and may be updated on Order confirmation where the Quotation expressly so provides. The Owner may use third-party carriers, freight forwarders and logistics providers. The Hirer shall promptly provide accurate information and reasonable assistance required for transport, customs, import or export formalities and shall be responsible for reasonable additional costs caused by inaccurate or late information supplied by the Hirer.
17.	SUB-LET AND CHANGES OF SITE
17.1	Subject to 17.3 below the Hirer shall not re-hire, sell, mortgage, charge, pledge, part with possession of or otherwise deal with the Equipment or purport to do any such things and shall protect the same against distress, execution or seizure and shall indemnify the Owner against all damages, losses, costs, charges and expenses that may be occasioned by failure to observe and perform this condition except in the case of Government requisition.
17.2	The Hire Contract is personal to the Hirer and the Hirer shall not assign his, her or its rights hereunder.
17.3	Subject to the written permission of the Owner and the Hirer having specified any sub-hirer to the Owner in writing the Hirer may sub-let the whole (but not part only) of the Equipment to the specified person, firm or company for use at the Site but:
	17.3.1	any such sub-letting shall not affect in any way the Hirer’s liability to the Owner under the terms of the Hire Contract;
	17.3.2	the Hirer shall make it a condition of the sub-letting that in the event that the Hirer makes any default in the payment of rentals due by the Hirer to the Owner the sub-hirer shall thereupon no longer be in possession of the Equipment sub-hired with the consent of the Owner and accordingly such Equipment may be repossessed by the Owner; and
	17.3.3	the Hirer shall indemnify and keep indemnified the Owner against any loss, cost, claim, demand, liability or expense which the Owner may suffer, incur or sustain as a result of or in connection with any such sub-letting.
17.4	In particular but without prejudice to the generality of clause 17.3 above the Hirer will remain liable for all damage to the Equipment or any part of it caused by any person, firm or company to which the Hirer gives possession of the Equipment and for any charges raised by the Owner in accordance with these terms and conditions in the event of failure to maintain the Equipment properly.
18.	TITLE, RISK AND INSURANCE
18.1	The Equipment shall at all times remain the property of the Owner, and the Hirer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Hire Contract).
18.2	The risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on delivery to the Site. The Equipment shall remain at the sole risk of the Hirer during the Hire Period until such time as the Equipment is collected by or returned to the Owner, subject to any Damage Waiver expressly included in the Quotation or Order Form. Unless a Damage Waiver is included in the Quotation, the Hirer shall, at its own expense, obtain and maintain during the Hire Period the following insurances:
	18.2.1	insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft, accident and any other cause usually insured against;
	18.2.2	insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Owner may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
	18.2.3	insurance against such other or further risks relating to the Equipment as may be required by law, together which such other insurance as the Owner may from time to time consider reasonably necessary and advise to the Hirer.
18.3	The Hirer shall ensure that the interest of the Owner is noted on such insurance policies effected by the Hirer and that the Owner is named as loss payee so that in the event of loss or damage to the Equipment or any claim being made against the Owner for loss or damage to person or property the Owner will have the benefit of an indemnity from an insurance company to the full value of the loss, damage or claim.
18.4	Where the Hirer is required to insure the Equipment under this clause 18, the Hirer shall, immediately upon request and in any event before delivery of the Equipment, provide the Owner with satisfactory evidence that the required insurance policies are in force.
18.5	Where specified in the Quotation, the Hirer shall pay the Damage Waiver. The Damage Waiver is non-refundable and is payable in addition to the Charges.
	18.5.1		Subject to clauses 18.5.2 and 18.5.3, payment of the Damage Waiver relieves the Hirer of liability for the reasonable cost of repairing accidental cosmetic or functional damage to the Equipment occurring during the Hire Period, including accidental damage arising from interaction with exhibitors or visitors at the Event.
	18.5.2		The Damage Waiver is not insurance and does not transfer title to the Equipment or relieve the Hirer of its obligations to take proper care of, protect and use the Equipment in accordance with the Hire Contract and any instructions issued by the Owner.
	18.5.3		The Damage Waiver does not apply to: (a) loss, theft, disappearance, confiscation or total destruction of the Equipment;(b) deliberate, malicious, reckless or negligent damage;(c) damage caused by misuse, improper operation, failure to follow the Owner’s instructions, or use by an unauthorised persons;(d) damage caused by the use of unsuitable, insufficient or interrupted electrical, gas, water, drainage or other services;(e) damage caused by alterations, additions, attachments or modifications not approved by the Owner;(f) damage caused by failure to protect the Equipment from weather, fire, flooding or other conditions at the Site;(g) loss of or damage to accessories, shelves, trays, cables, fittings, loose items or consumables that are not returned with the Equipment;(h) cleaning, decontamination or removal of labels, branding, adhesives, food residue or other materials; or(j) any loss or damage resulting from a breach of the Hire Contract by the Hirer.
18.5.4	The Hirer shall remain responsible for all loss, damage, costs and expenses not covered by the Damage Waiver.
19.	OWNER’S MARKS
19.1	The Hirer will not remove, obscure, alter or deface in any way any of the Owner’s nameplates, signs, engravings or other indications of ownership on any of the Equipment.
19.2	The Hirer will procure that none of the Equipment becomes affixed to any land and will indemnify the Owner against any loss, cost claim, demand, liability or expense which the Owner may suffer, incur or sustain as a result of any person, firm or company claiming that any Equipment has become affixed to any property.
20.	ENTIRE AGREEMENT AND VARIATION
20.1	The Hire Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
20.2	Each party acknowledges that, in entering into the Hire Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Hire Contract. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Hire Contract (whether made innocently or negligently) shall be for breach of contract.
20.3	Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
20.4	No variation of the Hire Contract shall be effective unless it is in writing and agreed by the parties (or their authorised representatives).
21.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
21.1	A person who is not a party to the Hire Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
21.2	The rights of the parties to terminate, rescind or agree any variation, waiver or settlement to or under the Hire Contract are not subject to the consent of any person that is not a party to this agreement.
22.	GENERAL
22.1	Each party shall use the confidential information of the other party whether disclosed before or after the date of this Hire Contract only for the proper performance of its duties under this Hire Contract and shall not without the disclosing party’s written consent disclose or permit the disclosure of the confidential information except in confidence for the proper performance of its duties under this Hire Contract to those of its employees, officers and professional advisers who need to have access to it. The provisions of this clause shall not apply to confidential information which: (i) the receiving party can prove was known to the receiving party before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of the receiving party with effect from the date when that information enters the public domain; (iii) was received from a third party without obligations of confidence owed directly or indirectly to the disclosing party; or (iv) is required to be disclosed in order to comply with applicable law, to the extent of the required disclosure.
22.2	Any delay or failure by the Owner to exercise any right or remedy under the terms hereof shall not constitute a waiver of it or them and any of the Owner’s rights or remedies may be enforced separately or concurrently with any other right or remedy now or in the future accruing to the Owner to the effect that such rights are cumulative and not exclusive of each other.
22.3	Except as expressly provided in clause 15.3, the continuance of the hire under the Hire Contract and of the Hirer’s liability for payment of the Charges and all other sums due under it shall not be affected by loss or theft of, damage to or defect in the Equipment, whether latent or patent.
22.4	Any written communication from the Owner to the Hirer or from the Hirer to the Owner shall be effective for the purposes of the Hire Contract and shall be sufficiently served if sent by letter whether delivered by pre-paid post or as an attachment to email or delivered by hand to the address of the other as referred to in the Quotation, Order or other contract document forming part of the Hire Contract and if sent by post shall be deemed to have been received by the addressee forty-eight (48) hours after the time of posting and at the date of sending or delivery if delivered by hand or sent as an email attachment.
22.5	The Hire Contract shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
	Updated October 2026

STANDARD TERMS AND CONDITIONS

Lowe Rental Ltd. – Sale (UK & Europe)

These conditions apply to all sales of goods by any company within Lowe Rental Ltd. to any Buyer and shall apply in place of and prevail over any terms or conditions contained or referred to in any Buyer’s order or acceptance of the Quotation or in any of the Buyer’s correspondence or elsewhere or implied by trade custom, practice or course of dealing.
1.	DEFINITIONS
1.1	“the Seller” means Lowe Rental Limited. (company number NI058627) whose registered address is Unit 1, Lissue Industrial Estate East, 9 Lissue Walk, Lisburn, BT28 2LU, or any company which is a holding company or subsidiary of Lowe Rental, or another subsidiary of any such holding company, which issued the Quotation to the Buyer. The terms “subsidiary” and “holding company” have the meanings respectively ascribed to them by section 1159 of the Companies Act 2006.
1.2	“the Buyer” means the person, firm, company, corporation, organisation or authority seeking to purchase goods from the Seller and includes his, its or their successors or personal representatives.
1.3	“Goods” means all goods of any description which are the subject of a Sale Contract between the Seller and the Buyer.
1.4	“Force Majeure Event” means any of the following circumstances or events which are beyond the Owner’s reasonable control including but not limited to: an act of God, war, military or terrorist activity, civil unrest, national strike, lock-out or trade dispute or labour disturbance, government intervention, pandemic, epidemic, fire, flood, storm or adverse weather conditions or difficulty or excessive increase in the expense in obtaining workmen, materials or transport
1.5	“the Quotation” means the Seller’s quotation for the supply of the Goods and, where applicable, the Works.
1.6	“Sale Contract” means a contract for the sale of the Goods and the Works (if applicable) by the Seller.
1.7	“the Works” means the services to be supplied by the Seller under the terms of the Sale Contract in or in connection with the installation of the Goods.
2.	CONCLUSION OF CONTRACT
2.1	No contract for the sale of goods by the Seller is concluded until the Seller sends an acknowledgement of order form to the Buyer indicating acceptance of an order placed by the Buyer or the Seller otherwise indicates to the Buyer that it has accepted the Buyer’s order.
3.	PRICES
3.1	Where the Goods are sold on the basis of prices set out in the Seller’s price list, the Seller shall be at liberty to alter any price shown in its price list from time to time and the price for the Goods under the Sale Contract shall be the price shown for goods of that description or those descriptions set out in the Seller’s price list ruling at the date of the Buyer’s order.
3.2	Unless otherwise specified the price of the Goods is exclusive of VAT, Customs or harbour dues and any importation charge or fee levied by any government or authority in respect of the Goods.
4.	PAYMENT
4.1	Unless otherwise specified by the Seller in writing payment for the Goods or any instalment of the price for the goods or for services to be provided by the Seller to the Buyer shall be made in full without any set-off or deduction by the Buyer within thirty days after the date of invoice from the Seller.
4.2	Interest shall be payable on overdue accounts at the statutory rate applying from time to time from the due date for payment thereof until receipt by the Seller of the full amount, whether before or after judgement.
4.3	If at the time of failure by the Buyer to pay the full price for the Goods or any instalment of the price on the due date for payment any further goods or services remain to be supplied by the Seller whether under the terms of the Sale Contract or otherwise, the Seller shall have the right at any time while such default continues:
	4.3.1	to suspend any further deliveries of goods and to demand payment in advance by the Buyer for all or any such goods or services remaining to be supplied by the Seller; or
	4.3.2	to treat the Sale Contract as terminated by the Buyer thus releasing the Seller from any further obligation to supply goods or services under the Sale Contract and giving rise to a claim by the Seller against the Buyer for the loss of profit it would have made had such goods or services been supplied under the Sale Contract and paid for by the Buyer.
4.4	The Seller shall be entitled to appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
5.	DELIVERY
5.1	Unless otherwise expressly agreed in writing between the Seller and the Buyer, delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates.
5.2	Delivery shall be at the Seller’s premises unless otherwise stipulated or agreed by the Seller.
5.3	Unless otherwise expressly agreed in writing, transportation of the Goods from the Seller’s premises shall be the responsibility of the Buyer.
5.4	If the Buyer refuses or fails to take delivery of the Goods or any part of the Goods tendered in accordance with the Sale Contract or fails to take any action necessary on its part for delivery and/or shipment of the Goods or any part of the Goods the Seller shall be entitled either to:
	5.4.1	terminate the Sale Contract with immediate effect, to dispose of the Goods or such part of the Goods as remains in the Seller’s possession in such manner as the Seller may determine and to recover from the Buyer any loss and additional costs Incurred as a result of such refusal or failure; or
	5.4.2	store the Goods or such part of the Goods as remains in the Seller’s possession for the Buyer and charge the Buyer for storage at the rate of 2.5% of the invoice price of the Goods or the relevant part thereof per month.
5.5	Unless otherwise expressly agreed the Seller may affect delivery in one or more instalments and each instalment shall be treated as a separate contract. Failure by the Seller to deliver any one or more of the instalments in accordance with the conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Agreement as a whole as repudiated.
5.6	If the Buyer transports the Goods outside the United Kingdom, the Buyer shall be responsible for:
	5.6.1	providing the Seller with any information which is necessary in order to enable the Seller to comply with all manufacturing, sales, labelling, packaging, marketing and other applicable legal requirements in the country of destination; and
	5.6.2	complying with any legislation or regulations governing the importation of the Goods into the country of destination. If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by the Buyer, the Buyer shall obtain it at its own expense and if required by the Seller produce evidence on demand that it has done so. Failure to obtain it shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer’s account.
5.7	The Buyer shall test and inspect the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on testing and inspection and which is made after shipment.
6.	RISK
6.1	Risk in any part of the Goods shall pass to the Buyer when that part of the Goods is delivered to the Buyer. If the goods are sold ex-works, delivery is deemed for this purpose to occur when the Goods are loaded on to transport to take them from the Seller’s premises. If the Sale Contract obliges the Seller to deliver the Goods to a location other than the Seller’s premises, delivery is deemed for this purpose to occur when the Goods arrive at the delivery location and before they are unloaded.
7.	TITLE
7.1	Notwithstanding delivery, the Goods shall remain the sole and absolute property of the Seller until such time as the Buyer shall have paid to the Seller the agreed price for all the Goods which are the subject of the Sale Contract.
7.2	Until such payment the Buyer shall be in possession of the Goods solely as bailee for the Seller in a fiduciary capacity and shall:
	7.2.1	store and label the Goods separately from the Buyer’s other goods and in such a way as to enable them to be identified as the property of the Seller; and
	7.2.2	not destroy, deface or obscure any identifying mark or packaging on or related to the Goods;
	7.2.3	maintain the Goods in a satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller and on request produce the policy of insurance.
7.3	The Seller reserves the immediate right of repossession of any of the Goods to which it has retained title as aforesaid and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Seller, its servants and agents to enter upon all or any of the Buyer’s premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Sale Contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.
7.4	The Buyer shall have the right in the ordinary course of its business to sell and deliver the Goods or any of them to any third party as the Seller’s bailee and in a fiduciary capacity and provided that the entire proceeds of sale are held in trust for the Seller and not mingled with any other monies and shall be kept at all times identifiable as the Seller’s monies. The Buyer agrees immediately upon being so requested by the Seller to assign to the Seller all rights and claims which the Buyer may have against its customers arising from such sales until payment in full is made by the Buyer to the Seller as aforesaid.
8.	LIABILITY
8.1	Subject to the provisions of this clause 8 and 9 the Seller warrants to the Buyer that the Goods will be of satisfactory quality in that they will be free from material defects, comply in all material respects with the description and any specification applicable to the Goods and be reasonably fit for any particular purpose for which the Seller holds them out. In so far as the Sale Contract requires the Seller to provide design services, the Seller warrants that such design shall be undertaken using the standard of skill and care to be expected of a competent catering designer. In so far as the Sale Contract requires the Seller to undertake installation, such work will be carried out in a proper and workmanlike manner.
8.2	Subject to the provisions of this clause 8 and clause 9, if the Goods are sold as new, the Seller warrants that they will have an appearance and finish consistent with new goods.
8.3	If the Goods are sold as second-hand goods, the Seller gives no warranty as the appearance or finish of the Goods or as to their freedom from minor defects.
8.4	The warranties set out in clauses 8.1 and 8.2 do not extend to any matter:
	8.4.1	which is specifically drawn to the Buyer’s attention before the Sale Contract is made; or
	8.4.2	where the Buyer examines the Goods before the Sale Contract is made, which that examination ought to reveal.
8.5	The Seller shall not be liable to the Buyer for any defect in the Goods unless that defect is notified to the Seller within the warranty period and for this purpose:
	8.5.1	the warranty period, in the case of all Goods or parts of Goods which are new, shall be the period of twelve months from the date when the Goods or such parts of the Goods is or are delivered to the Buyer and in the case of all Goods or parts of Goods which are second-hand, shall be the period of three months from the date when the Goods or such part or parts of the Goods is or are delivered to the Buyer; and
	8.5.2	delivery shall be deemed to occur
		8.5.2.1	in the case of Goods sold under a Sale Contract which does not oblige the Seller to carry out any installation work in relation to the Goods, when the Goods are loaded onto transport from the Seller’s premises; and
		8.5.2.2	in the case of Goods sold under a Sale Contract which does oblige the Seller to carry out installation work in relation to the Goods, when the Seller notifies the Buyer that such installation work has been carried out.
8.6	Subject to clause 6, the Seller shall not be liable for any damage or loss to the Goods occurring in transit to the Buyer unless the Buyer notifies the Seller of such loss or damage within seven days of the Goods being unloaded at the delivery location.
8.7	The Seller shall not in any case be liable to the Buyer for any defects in the Goods caused by:
	8.7.1	fair wear and tear while used by the Buyer;
	8.7.2	abnormal conditions of storage or use;
	8.7.3	any neglect or default of the Buyer or any third party which is not consistent with use of the Goods in conditions and for the purpose for which goods of that kind are commonly supplied;
	8.7.4	failure of the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
	8.7.5	a defect caused by or arising from any drawing, design, specification or information supplied by the Buyer.
8.8	Where the Seller is liable for any defect in the Goods or breach of any warranty in clauses 8.1 and 8.2, the Seller’s only obligation shall be at its option:
	8.8.1	to make good or repair the relevant item of the Goods; or
	8.8.2	to replace it or them; or
	8.8.3	to refund the cost of it or them to the Buyer; and if the Sale Contract under which the Goods are supplied obliged the Seller to carry out installation work in relation to the Goods; at its option either
	8.8.4	itself to carry out the work of renewing the defective item and installing a made good, repaired or replaced item; or
	8.8.5	to reimburse the Buyer for its costs incurred in such removal and installation.
8.9	Any liability of the Seller under or in respect of the warranties contained in this clause 8 or otherwise arising in respect of the supply of goods or services to the Buyer in connection with the Sale Contract shall cease in the event that:
	8.9.1	the Buyer fails to pay the price for the Goods in accordance with the terms of the Sale Contract; or
	8.9.2	the Buyer carries out any alterations, repairs or maintenance to the Goods otherwise than in accordance with instructions from the Seller or using parts not recommended by the Seller.
8.10	The Seller’s aggregate liability to the Buyer for breach of any warranty in clauses 8.1 and 8.2 shall in no circumstances exceed the price payable under the Sale Contract.
9.	EXCLUSION
9.1	Nothing in the Agreement shall limit the liability of the Seller to the Buyer for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation, for breach of the Sellers obligations arising from Section 12 of the Sale of Goods Act 1979 or for any liability which cannot be excluded by law.
9.2	Subject to clause 9.1 and the limitations in clause 8.10, the following provisions set out the limitations on the liability of Seller (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Buyer with respect to:
	9.2.1	any breach of its contractual obligations arising under the Sale Contract;
	9.2.2	any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
	9.2.3	any representation, statement, act or omission given, made or carried out under or in connection with the Sale Contract (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).
9.3	It is the Buyer’s responsibility to ensure that the Goods are suitable for its needs. In particular, the Seller expressly disclaims all warranties that use of the Goods or any part thereof will result in any economic advantage, increase in profits or reduction in costs.
9.4	Except as expressly set forth in the Sale Contract, all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the Goods are excluded to the fullest extent permitted by law and in no event shall the Seller be liable for any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not the Seller is advised of the possibility of loss, liability, damage or expense):
	9.4.1	loss of revenue;
	9.4.2	loss of actual or anticipated profits (including for loss of profits on contracts);
	9.4.3	loss of the use of money;
	9.4.4	loss of anticipated savings;
	9.4.5	loss of business;
	9.4.6	loss of operating time or loss of use;
	9.4.7	loss of opportunity;
	9.4.8	loss of goodwill;
	9.4.9	loss of reputation;
	9.4.10	loss of, damage to or corruption of data; or
	9.4.11	any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in clauses 9.4.1 to 9.4.10).
	Direct financial and other loss not excluded by this clause is accepted by the Seller up to the limits set out in clause 8.10.
10.	FORCE MAJEURE
10.1	If the Seller is prevented, hindered or delayed from or in performing any or all of its obligations under this Agreement by a Force Majeure Event, the Agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that the Seller is so prevented, hindered or delayed.
10.3	The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the delay of Goods or the performance by the Seller of any of its obligations under this Agreement being prevented, hindered or delayed.
10.4	If due to any Force Majeure Event the Seller has insufficient stocks to meet all its commitments, the Seller may apportion available stocks between its customers at its sole discretion.
10.5	As soon as reasonably practicable after the commencement of a Force Majeure Event, the Owner shall notify the Buyer in writing of the nature and extent of the circumstances giving rise to the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement.
10.6	The Seller shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event upon the performance of its obligations under this Agreement; and as soon as reasonably practicable after the cessation of the Force Majeure Event, shall notify the Buyer in writing and shall resume performance of its obligations under this Agreement.
10.7	In the event the Force Majeure Event lasts longer than one (1) month, the Seller shall be entitled (but not required) to cancel the Sale Contract without liability or compensation to the Buyer.
11.	INSOLVENCY AND DEFAULT
	If
11.1	the Buyer enters into a deed of arrangement or has a bankruptcy order made against him or compounds with his creditors or
11.2	the Buyer being a company, shall be liquidated or wound up or have a petition for winding up presented against it or pass a resolution for voluntary winding up (otherwise than for a bona fide reconstruction previously approved in writing by the Seller) or
11.3	the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
11.4	the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer; or
11.5	an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Buyer; or
11.6	the holder of a qualifying floating charge over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver; or
11.7	a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer; or
11.8	a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Buyer’s assets and such attachment or process is not discharged within 14 days; or
11.9	the Buyer is the subject of any analogous arrangement, event or proceedings in any other jurisdiction; or
11.10	the Buyer commits any breach of any of the terms of the Sale Contract, the Seller may without prejudice to any of its other rights stop any of the Goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer to sell on the Goods or any of them and/or by notice in writing to the Buyer determine the Sale Contract.
12.	INSTALLATION
	If the Sale Contract obliges the Seller to supply any services for the installation of any of the Goods, the following conditions shall apply:
12.1	If occupation of the location where the Goods are to be installed as stipulated in the Quotation (the “Site”) is not given to the Seller within three months after the date on which the Sale Contract is entered into or by the date stipulated in the Quotation the Seller shall be entitled to either terminate the Sale Contract by notice to the Buyer and to recover from the Buyer all costs, charges and expenses incurred by the Seller in performing or preparing to perform its obligations under the Sale Contract or amend the delivery location to the Seller’s premises and charge the Buyer storage costs until the Buyer makes suitable arrangements to remove the Goods from the Seller’s premises.
12.2	Subject to clause 12.3 the Works shall be carried out in accordance with the Seller’s specification contained or referred to in the Quotation and any plans and drawings approved by the Buyer subject to the right of the Seller to make minor variations from the specification, plans and drawings as may be reasonably necessary in the opinion of the Seller.
12.3	Minor variations from the specification, plans and drawings ordered in writing by the Buyer shall be carried out subject to agreeing details and the value before the variation is started and such value shall be added to or deducted from (as the case may be) the quoted price.
12.4	The Seller reserves the right to sub-contract the whole or any part of the Works.
12.5	The Buyer will procure that all necessary services (including without limitation gas, electricity, chlorination and water) are supplied on Site prior to the date required by clause 12.1. The Seller will not be responsible for pressure vessel testing or insurance certification. The Seller will not be responsible for electrical testing and the testing of emergency lights. If such services are not so provided, the Buyer shall indemnify the Seller against any additional costs incurred by the Seller.
12.6	Unless otherwise provided in the Quotation the Buyer shall obtain all permissions, consents and licenses required for the Works under any statute, regulation or bye-law and in due time comply with the same and any conditions imposed in respect thereof. The Buyer shall indemnify the Seller against any loss or damage suffered by the Seller on account of any failure of the Buyer to do so and against any expenses or fees payable by the Seller in connection with such statutes, regulations or bye-laws.
12.7	It is the responsibility of the Buyer to ensure that the carrying out by the Seller of the Works in accordance with the specification included in the Sale Contract does not contravene any applicable environmental, health or safety law or regulation.
12.8	Where a local or statutory authority requires any amendment to the Seller’s specification, then the additional cost incurred by the Seller in complying with such amended specification shall be borne by the Buyer.
12.9	Unless otherwise provided in the quotation, the Buyer shall provide vehicular access to the Site with adequate unloading facilities alongside the designated position for the Goods at all times necessary for the delivery of materials or the execution of the Works.
12.10	The Buyer shall indemnify the Seller against all claims, demands and proceedings made or brought by any person claiming:
	12.10.1	any estate or interest in or over the Site or any part thereof, in respect of any injury or damage thereto caused or which might be caused by the Works; and
	12.10.2	that the Works or any part thereof which was specified or designed by the Buyer infringes any registered design or other intellectual property right of such person.
13.	CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
13.1	The Buyer shall use all information supplied by the Seller (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of the Sale Contract) including all information relating to the layout or configuration of the Goods and information relating to the operation or specifications of the Goods (the “Confidential Information”) only for the installation, operation and use of the Goods and shall not without the Seller’s prior written consent disclose or permit the disclosure of such information except in confidence to those of its employees, officers and professional advisers who need to have access to it.
13.2	The provisions of clause 13.1 shall not apply to Confidential Information which: (i) the Buyer can prove was known to the Buyer before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of the Buyer with effect from the date when that information enters the public domain; (iii) was received from a third party without obligations of confidence owed directly or indirectly to the Seller; or (iv) is required to be disclosed in order to comply with applicable law, to the extent of the required disclosure.
13.3	Within three (3) days of receipt of a request to do so made at any time and in any event if the Sale Contract is terminated, the Buyer shall promptly return or destroy (at the option of the Seller) all such Confidential Information.
13.4	The Seller reserves to itself all rights in the nature of copyright in all drawings, plans, diagrams, operation or installation manuals, specifications, lists of components, illustrations and images of the Goods or any part of them, all rights in all designs of or relating to the Goods or any part of them prepared or created by the Seller and all rights in the trade and service marks (registered and unregistered) used by the Seller in connection with the Goods or any part of them and the Buyer hereby acknowledges that it shall not acquire any such rights and that all such rights are, and shall remain, vested in the Seller.
13.5	To the extent that any copyright or rights in designs or trade or service marks referred to in clause 13 protecting or relating to the Goods or any goodwill associated with the Seller’s trade marks vests in the Buyer by operation of law or otherwise, the Buyer hereby assigns (by way of assignment of present and future rights) without payment all such rights and goodwill to the Seller with full title guarantee. If a further assignment is required or if the Buyer is unable to assign such Intellectual Property and goodwill as there are differences between the laws of England and Wales and the applicable law, the Buyer shall forthwith execute all documents that may be necessary to effect the transaction that most closely resembles the commercial intent of an assignment and is permitted in the relevant territory. Pending the above assignments and remaining formalities relating to such assignments, the Buyer shall hold all such Intellectual Property and goodwill on trust for the Seller.
14.	ENTIRE AGREEMENT AND VARIATION
14.1	The Sale Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
14.2	Each party acknowledges that, in entering into the Sale Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Sale Contract. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Sale Contract (whether made innocently or negligently) shall be for breach of contract.
14.3	Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
14.4	No variation of the Sale Contract shall be effective unless it is in writing and agreed by the parties (or their authorised representatives).
15.	GENERAL
15.1	A person who is not a party to the Sale Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
15.2	The rights of the parties to terminate, rescind or agree any variation, waiver or settlement to or under the Sale Contract are not subject to the consent of any person that is not a party to this agreement.
15.3	Any delay or failure by the Seller to exercise any right or remedy under the terms hereof shall not constitute a waiver of it or them and any of the Seller’s rights or remedies may be enforced separately or concurrently with any other right or remedy now or in the future accruing to the Seller to the effect that such rights are cumulative and not exclusive of each other.
15.4	Unless otherwise agreed in writing by the Seller the Sale Contract is personal to the Buyer and the Buyer may not sell, transfer or assign the benefit of the Sale Contract.
15.5	Any written communication from the Seller to the Buyer or from the Buyer to the Seller shall be effective for the purposes of the Sale Contract and shall be sufficiently served if sent by letter whether delivered by pre-paid post or as an attachment to email or delivered by hand to the address of the other as referred to in the quotation or contract document forming part of the Sale Contract and if sent by post shall be deemed to have been received by the addressee 48 hours after the time of posting and at the date of sending or delivery if delivered by hand or sent as an email attachment.
16.	GOVERNING LAW AND JURISDICTION
16.1	The Sale Contract shall be governed by and construed in all respects in accordance with English law. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to the Sale Contract. The international rules for the interpretation of trade terms prepared by the International Chamber of Commerce (Incoterms) shall apply but where they conflict with the Sale Contract, the Sale Contract shall prevail.
16.2	Subject to clause 16.3, the parties submit to the exclusive jurisdiction of the courts of England and Wales and agree that, in respect of proceedings in England and Wales and in any other jurisdiction, process may be served on either of them in the manner specified for notices in clause 15.5.
16.3	Nothing in this clause 16 shall limit the right of the Seller to take proceedings against the Buyer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the Seller from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
16.4	It is the Buyer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import, export, or resale of the Goods. It is the Buyer’s obligation to ensure that no Goods are exported or imported in violation of the laws of any jurisdiction into or through which the Goods are transported during the course of reaching their destination. Where necessary, the Buyer shall inform the Seller at a reasonable time before delivery of any documents which it is necessary for the Seller to provide in order to allow export of the Goods in compliance with the laws of any relevant jurisdiction.
16.5	The rights set out in this clause 16 are in addition to any other manner of service permitted by law at the time when service is made.

Updated April 2021

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Lowe Rental Ltd. – Sale (UK & Europe)