Hire Agreement Regulated by the Consumer Credit Act 1974
DEFINITIONS
In this contract, the words shown in bold type below have the meanings shown next to them.
AED – A portable automated external defibrillator used for cardiac emergencies, including any associated components such as batteries, pads and carrying cases, as specified in the schedules.
Authorised Use – using our equipment according to the instructions on it.
Certificate of Inspection – a certificate showing the equipment we have worked on (whether as part of maintenance, extra maintenance or a firecall) and refills, parts or equipment we have supplied.
Contract – the agreement under which you hire the equipment. The contract is made up of the quotation (if any), the schedule, these terms and conditions and any document we provide relating to our equipment or its maintenance or extra maintenance.
Equipment – fire extinguishers and AEDs we own listed in the schedule.
Existing Contract – any other contract you have with us for hiring our fire extinguishers or AEDs at your site.
Extra Charge – our charge at the list price current at the time we visit your site for any extra maintenance we provide.
Extra Maintenance – any work we need to do to bring our equipment up to the current British Standard (or the EU equivalent) and which does not form part of maintenance. Such work may be carried out during maintenance or a firecall and includes replacing, refilling or recharging our equipment after unauthorised use or replacing missing or damaged equipment or parts.
Firecall – an unscheduled maintenance visit you ask for.
Maintenance – inspecting and testing our equipment, and replacing worn or faulty parts and replacing or refilling our equipment if this is needed as a result of fair wear and tear or authorised use.
Minimum Visit Charge – the minimum extra charge you must pay us for coming to your site on a firecall.
Minimum Term – the minimum number of years, as shown in the schedule, the contract must be in force, starting on the date of this contract.
Normal working hours – 8.30am to 5pm Monday to Friday, except public and bank holidays in the country where you keep our equipment.
Quotation – our written statement which includes details of prices and other contract terms.
Service Month – the same month of the year when we carry out maintenance.
Site – the address, as shown in the schedule, where you keep our equipment.
Unauthorised Use – using our equipment for the wrong reason. We decide if the reason is unauthorised. Examples of unauthorised use include: using equipment to cool down a process or item that you know is prone to overheating; horseplay, vandalism, where there is no genuine reason to expect an emergency to occur; using a equipment on spillages; vandalism; or using equipment as a door stop.
We, Us or Our – Chubb Fire & Security Limited, Registered office: Chubb House, Shadsworth Road, Blackburn, Lancashire, BB1 2PR. Registered in England & Wales No.524469
You – You, the customer into this contract is made with and includes any persons that we reasonably believe is acting with your authority.
DELIVERY AND OWNERSHIP
We will deliver our equipment to your site. Our equipment may be new or reconditioned, but it will be in good condition and ready to be used. Although our equipment is at your site, it will remain our property.
YOUR OBLIGATIONS UNDER THIS CONTRACT
(a) You must do the following:
Pay us our charges shown in the schedule when they are due using the method agreed with the addition of Value Added Tax at the current rate without counter claim, deduction, set-off or withholding.
Allow us to enter the site (or any other place where our equipment is kept) to carry out maintenance or inspect its condition, at all reasonable times.
Protect our equipment from unsuitable operating conditions (including freezing temperatures and, if kept outdoors, unfavourable weather) while it is on your site.
Take full responsibility for looking after our equipment and, if it is lost or damaged while in your possession, pay for a replacement at our list price current at the time the loss or damage is reported to us. Our terms and conditions of sale will apply to any replacement equipment we provide, except that you will not own our equipment and you must continue to pay the yearly rental for it until the contract ends. We may sell some or all of our equipment to you when the contract ends if you ask us.
Tell us immediately if our equipment has been used, damaged or loses pressure.
Give us at least 21 days’ notice in writing before you move your business from the site.
Let us collect our equipment from your site (or any other place where our equipment is kept) when the contract ends. Our equipment includes any replacement equipment supplied to you under 3a4.
You must keep our equipment for at least one month after the contract has ended unless we collect it before then.
(b) You must not do the following.
Move our equipment (or allow it to be moved) off your site without our permission.
Sell, transfer, sublet or abandon our equipment, or give someone else a legal right over it.
Use our equipment as security for a loan.
Try to repair our equipment or take it apart, or let anyone other than our representative do so.
OUR OBLIGATIONS UNDER THIS CONTRACT
(a) Each year we will carry out maintenance and extra maintenance during normal working hours to the current British Standard or the EU equivalent, if it applies.
(b) If you do NOT have an existing contract with us we will carry out our first maintenance 12 months after the date of this contract and future maintenance in the service month. However if you DO have an existing contract we will carry out our first maintenance under this contract on the next date maintenance is due under the existing contract, and future maintenance in the service month.
(c) After maintenance or a firecall we will leave a certificate of inspection to show that we have left our equipment in proper working condition. If we replace any of our equipment we may replace it with similar reconditioned units. If we replace equipment, parts or refills as part of maintenance we will not charge for this. However, we do charge for extra maintenance.
(d) If we do not carry out:-
maintenance to the current British Standard or the EU equivalent; or
maintenance within 30 days either side of the service month then condition 4e shall apply.
(e) If we do not carry out maintenance properly or at all under condition 4d1 you must let us do the maintenance again and if that maintenance still does not meet the current British Standard (or the EU equivalent) you can give us written notice to end this contract unless condition 4f applies. If we do not carry out maintenance on our equipment at the agreed time under condition 4d2, you must tell us so we can carry out that maintenance. We will carry out maintenance within 10 days of the date we receive your written notice asking us for maintenance (or on any later date you ask for) and if we do not meet that date you can give us written notice to end this contract unless condition 4f applies.
(f) If you have not met your obligations in this contract or, we were prevented under condition 7 from meeting our obligations to you then we shall not have broken our obligations to you.
(g) We will decide if our work is part of a normal maintenance or should be classed as extra maintenance. When we are at your site for maintenance we will also carry out any extra maintenance that is needed.
(h) We will carry out extra maintenance at any time if you ask. However, if we are not already on our site for maintenance you will have to pay at least the minimum visit charge, unless the extra charge is more.
(i) If you want us to carry out maintenance or extra maintenance outside normal working hours we may charge you more for that work.
5. ENDING THIS CONTRACT
(a) We can end this contract immediately, by giving you written notice, if you:
do not meet any of your obligations in this contract; or
have given us incorrect information; or
become insolvent, bankrupt, (in Scotland become ‘notour bankrupt’), have a winding-up order made against you, make any arrangement to pay off your creditors or have a legal order carried out against your property; or
we can end this contract immediately by giving you written notice if we are not satisfied with the result of a credit check, denied party or an international trade compliance check carried out on you.
(b) You can end this contract immediately, by sending us written notice, if condition 4e applies.
(c) This contract will end when the minimum term ends [unless you can end it early after it has run for 18 months. Please note: your right to end this contract after 18 months (shown in the statutory notice below) does not apply if the yearly rental you pay is more than £1500.] We will tell you at the end of the minimum term that the contract has ended when we collect, or arrange to collect, our equipment.
(d) If we end this contract for a reason set out in condition 5a1, 5a2 or 5a3, you must pay us damages to compensate us for our loss. These damages will be the same as the damages shown in the Key Information in the schedule.
6. LIMITS OF LIABILITY
Our equipment meets strict quality control standards. Our equipment is designed to last as long as you use, maintain and store it according to the instructions on it or supplied with it. We will not be responsible for any consequences of you failing to follow these instructions. Also we will not be responsible for matters that are outside our control. Therefore we strongly recommend that you take out insurance against any loss or damage which might occur if you cannot use the equipment when you need it.
(a) We accept liability for:
personal injury or death which is caused by our negligence or breaking our legal duties while working at the site in the course of our work; and
supplying any spare parts or replacement equipment which we do not own; and
loss or damage to property if the loss or damage is caused by our negligence while working at the site and the amount we will pay for such claims is limited to total for any one claim or series of claims arising from one event:
(a) £50,000 for loss or damage to property, except in relation to AED Defibrillators, where our liability shall be limited to £10,000; and
(b) £10,000 in respect of any other loss or damage.
(b) We will not provide any guarantees or warranties relating to the quality of materials, parts or workmanship, or whether the materials or parts are fit for their particular purpose, unless you are dealing with us as a private individual (not a business) or we have agreed to meet any quality standards.
AEDs: The manufacturer’s warranty is detailed in schedule A
(c) We will not be liable for any indirect loss or damage, or for any financial loss (such as loss of profits or business) you may suffer unless you can claim for this type of loss or damage under 6a1 or 6a2 above.
(d) If you have any claim against us under this contract you must give us written notice as soon as is reasonably possible. However, if your claim is based only on the quality of the maintenance or extra maintenance we have provided, you must give us written details of your complaint within one month of the date we carried out the work.
(e) If we are liable for any claim you make under this contract, we will not pay more than £10,000 for each claim.
(f) We will have no liability to you, and you shall have no rights against us, for any delay by us in performing or complying with or any failure by us to perform or comply with any obligation under or term of the contract to the extent that such delay or failure is attributable to any of your acts or omissions or those of any of your employees, agents or contractors, including any breach by you of any obligation under or term of the contract.
7. EXCUSABLE EVENTS
We will make every effort to keep to our obligations under the contract. However, if we cannot keep to our obligations under the contract because of circumstances beyond our reasonable control, we will give you written notice of those circumstances. If we are still unable to keep to our obligations after three months from the date of our first notice to you, you or we can end the contract by giving written notice to the other. If this happens, you will only have to pay our charges that are due under the contract.
8. GENERAL
(a) These terms and conditions add to the terms and conditions in the schedule. Any terms and conditions you specify (whether or not they are contained in your purchase order) will not apply to this contract unless we have agreed in writing to accept them.
(b) You cannot transfer your rights or obligations under this contract without our written permission.
(c) The Contracts (Rights of Third Parties) Act 1999 does not apply to this contract. This means that no one except you or us can take action to enforce its terms but this does not affect the rights that any third party might have apart from that Act.
(d) If we decide not to enforce any of the terms and conditions of this contract or we delay in doing so, that will not prevent us from enforcing that or any other term or condition at a later date.
(e) This contract cannot be changed unless you and we agree to the change in writing.
(f) The documents that make up this contract are shown in its definition. However, if you want to rely on something which you and we have not agreed under condition 8e, but which you can reasonably assume from the facts, you must give us written details.
(g) If we decide to use a scanned copy of this contract in any court action instead of the original then you agree that the scanned contract may be treated as if it were the original, and unless you can show that its validity is in serious doubt, we will not have to prove the scanned contract is genuine.
(h) All notices given under this contract will be treated as delivered if they are properly addressed and sent by post to, in our case, our local office and, in your case, your postal address. You will find our address above the schedule.
(i) Whoever signs this contract on your behalf confirms that he/she has your authority to sign it. If you have not given your authority to the person named in the schedule, and you do not approve this contract afterwards, we may suffer a loss. Under these circumstances, the person signing this contract agrees to fully compensate us for any losses and expenses we suffer from not being able to enforce this contract against you.
(j) Where there are two or more of you each is separately responsible for carrying out this contract.
(k) The contract will be governed by English law and an English court will deal with any dispute under it.
(l) Where permitted by law, we shall be entitled to set-off any amounts due to you against any amounts owed to us by you by way of liability whether present or future, liquidated or unliquidated, and whether or not either liability arises under this contract. If the liabilities to be set-off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to us under this contract or otherwise.
9. INTERNATIONAL TRADE COMPLIANCE
In the event that there is or could be a potential breach of laws, regulations or ethical rules applicable to us, including, but not limited to, international trade compliance rules prohibiting the sale of goods and services to certain countries, certain individuals or legal entities that are subject to international economic, financial or other sanctions, we reserve the right to refuse any order placed under this contract, and you agree that you will not either directly or indirectly sell, re-export or transfer products, equipment, software, technical information or any services supplied under this contract.
10. ANTI-BRIBERY
Neither party shall, directly or indirectly, make a bribe or other illegal gift or payment or offer, promise or authorize a bribe or other illegal gift or payment to any public or private person or entity, in connection with the contract. The parties represent and warrant that they have not taken, or permitted any of their affiliates, agents, sub-contractors, suppliers or employees to take, any action which would constitute
a breach of this provision, and covenants to comply with (and require their affiliates, agents and employees to comply with) this provision. This provision shall survive the termination of the contract.
11. DATA PRIVACY
Compliance with Law: The products and/or services being provided require the collection of Personal Information (information and data exchanged in connection with the contract related to any identified or identifiable natural person or, in case of a conflict with applicable law, which is subject to any applicable data privacy laws). The parties will comply with applicable data privacy laws governing Personal Information processed in connection with the contract. The parties shall take all reasonable commercial and legal steps to protect Personal Information.
Rights and Obligations: If you provide us with Personal Information, you will ensure that you have the legal right to do so. You will notify the individuals whose Personal Information it has provided to us prior to providing it to us.
11.1 We may share Personal Information with our service providers in accordance with applicable data privacy laws and with appropriate protections.
11.2 We may store Personal Information on servers located and accessible globally by Chubb entities and their service providers with appropriate protections in place.
11.3 If we process Personal Information under the contract, we will retain the Personal Information for the term of the contract and thereafter as required under the contract, to protect our legal rights, or as required or permitted by law or audit requirements. If we process Personal Information for purposes separate and apart from the contract, we shall serves as a controller and assume legal obligations as a controller, including for defining the appropriate retention period.
11.4 If the Personal Information is involved in a Data Breach Incident (set of circumstances that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information), the party on whose system the data was stored is responsible for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction over a party, the notifying party shall make reasonable efforts to coordinate with the other party to allow input into the notification before it is made.
11.5 While performing under the contract, if a party learns of any: (i) complaint or allegation indicating a violation of the applicable data privacy laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; or (iii) inquiry or complaint from one or more individuals in relation to the processing of Personal Information, the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regulator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/ or cooperating in the conduct of and defending against any claim, court or regulatory proceedings.
Privacy Notice. Please review our privacy notice at the following address which explains how we deal with any personal information collected for our business: https://chubbfs.com/uk-en/privacy-policy-uk/
12. CREDIT CHECKS
In order to process your application we will supply information including your personal information to credit reference agencies (CRAs) and they will give us information about you, such as about your financial history. We do this to assess creditworthiness and product suitability, check your identity, manage your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about you with CRAs on an ongoing basis, including about your settled accounts and any debts not fully repaid on time. CRAs will share your information with other organisations. The identity of the CRA and the ways in which it uses and shares your personal information, is maintained on our sub- processor schedule and further details can be provided on request.
13. AGREEMENT CHANGE EVENTS
After taking all reasonable steps to mitigate, we shall give you reasonable notice should we suffer during the course of this contract any adverse impact on this contract, including increases in costs and expenses, as a result of an Event i) related to an epidemic or pandemic, or ii) beyond our reasonable control. An “Event” shall include, but not be limited to:
(a) changes in law;
(b) government action, public authority action;
(c) national emergency;
(d) changes in health and safety requirements, changes in environmental requirements;
(e) imposition of sanctions or embargo, breaking off of diplomatic relations;
(f) increases in tariffs or other duties, taxes or levies imposed on exports or imports, fluctuating exchange rates;
(g) changes or new requirements for licenses or consents;
(h) delays in export or import of products or services due to controls, processes or restrictions;
(i) terrorist attack, war; or
(j) any other change to the business or economic environment in which we operate that may be unforeseen at the date of this agreement.
Notwithstanding any other term or condition of this contract, following reasonable prior written notice to you setting out the change(s) to the contract and the effective date(s), we shall be entitled as a result of an Event, on a fair and reasonable basis, to (i) change any of this contract’s charges, prices, and/or rates so that we are financially no worse off than if the Event had not occurred, and/or (ii) vary any of the goods, products and/or services provided under this contract. In addition, it is further agreed that we shall have no liability for any delays to programme or delivery or any penalties, costs or damages that are associated with any programme or delivery if such delay is caused by an Event.
ZOLL Limited Product Warranty
ZOLL Medical Corporation (ZOLL) warrants to the customer that the product(s) purchased from ZOLL or its authorized dealers shall be free from defects in material and workmanship under normal use and maintenance conditions for the period of time set forth in the attached schedule. This warranty begins on the date of shipment from ZOLL’s facility. During the applicable warranty period, ZOLL shall, at no cost to customer, either repair or replace (at ZOLL’s sole discretion) any part of the product found to be defective in material or workmanship. If ZOLL’s inspection detects no defects in material or workmanship, ZOLL’s regular service charges shall apply. This warranty is not transferrable.
The foregoing warranty shall not apply if the defect, failure or other nonconformance of the product is caused by or attributable to: (i) any maintenance, repair or modification of the product by any party other than ZOLL or its authorized representatives, unless such modification is made with the prior written approval of ZOLL; (ii) use of the product with any associated or complementary equipment, accessory or software not supplied by ZOLL; (iii) any accident, negligence, misuse or accidental damage of the product; or (iv) use of the product in contradiction with applicable operating instructions or outside of the product’s intended purpose, environment or setting. The foregoing warranty shall not apply to any equipment on which any original serial numbers have been removed or destroyed. The following are not covered under the warranty: (1) items subject to normal wear and burnout during use, including but not limited to, lamps, fuses, batteries, patient cables and accessories, and (2) software included as part of the equipment (including software embodied in read-only memory, known as “firmware”).
ZOLL, in its sole discretion, will determine whether warranty service on the product will be performed in the field or through ship-in repair. For field repair, this warranty service will be provided by ZOLL at the customer’s facility or an authorized ZOLL facility during normal business hours. For ship-in repair, all products and/or assemblies requiring warranty service should be returned to a location designated by ZOLL, freight prepaid.
Products repaired or replaced under this warranty retain the remainder of the warranty period of the repaired or replaced product.
Products cannot be returned without approval from ZOLL’s Customer Service Department. An authorization number will be provided which must be printed on the returned merchandise. ZOLL reserves the right to charge shipping and restocking fees on returned items. Special, modified, or discontinued items are not subject to return.
Repair or replacement constitutes the exclusive remedy of the customer and the exclusive liability of ZOLL for any breach of any warranty related to the equipment, accessories or electrodes supplied hereunder.
THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ZOLL IS NOT LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS OR PROFITS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.