General Terms & Conditions

Supply, Support and Maintenance Agreement

1. INTERPRETATION

1.1            Definitions

In the Contract the following words and expressions have the following meanings:

“Hirer”
the company, firm, person(s), corporation or public authority details of which are set out in the Offer Document.

“Owner”
means Kolina Limited, Elma House Beaconsfield Close, Hatfield, Hertfordshire, AL10 8YG with company number 08528711.

“Additional Services”
means any additional services to be performed by the Owner for the benefit of the Hirer as detailed in the Offer Document.

“Authorised Personnel”
means those employees and/or representatives of the Hirer who have received the appropriate Training.

“Commencement Date”
means the Estimated Delivery Date or, if later, the date that the Owner notifies the Hirer that the Plant is available for delivery and installation.

“Conditions”
means these general terms and conditions.

“Contract”
is the Contract between the Owner and the Hirer for the hire of Plant, which incorporates the Offer Document and is governed by these Conditions.

“Delivery Date”
the date the plant is delivered to the Hirer’s Site.

“Estimated Delivery Date”
means the date when the Owner anticipates that the Plant will be available for delivery and installation at the Hire Site as detailed on the Offer Document.

“Evaluation Period”
has the meaning given to it in clause 5.1.

“Hire Charges”
means the hire charges for the hire of the Plant  and the supply of the Services as set out in the Offer Document.

“Hire Period”
means the period of hire of the Plant as set out in clause 12.1.

“Minimum Hire Period”
means the minimum hire period set out in the Offer Document which includes the Evaluation Period.

“Hire Site”
means the site detailed in the Offer Document upon which the Plant is to be delivered and installed and at which Services are to be provided.

“Installation Charges”
means all costs incurred by the Owner in the installation or any attempted installation (which is unsuccessful as a result of the Hirer’s failure to comply with its obligations under the Contract) of the Plant at the Hire Site.

“Installation Requirements”
means the necessary Hire Site preparation required for installation of the Plant as described in Schedule 2.

“Evaluation Period Notice”
means the relevant termination notice period in respect of the Evaluation Period as detailed in the Offer Document.

“Minimum Notice Period ”
means the relevant termination notice period in respect of the Minimum Hire Period (outside of the Evaluation Period) as detailed in the Offer Document.

“Offer Document”
the offer document attached to these Conditions.

“Operating Instructions”
means the instructions for operation of the Plant by the Hirer and made available to the Hirer at www.kolina.co.uk

“Plant”
means the plant detailed in the Offer Document and any ancillary items or equipment which the Owner agrees to hire to the Hirer, or anything which is supplied by the Owner to effect the hire, and anything supplied by the Owner for the safe operation and routine inspection and maintenance of the Plant.

“Removal Charges”
means all costs incurred by the Owner in the removal or attempted removal (which is unsuccessful as a result of the Hirer’s failure to comply with its obligations under the Contract) of the Plant from the Hire Site.

“Services”
means the Additional Services, Support and Maintenance Services and Training to be provided by the Owner to the Hirer.

“Support and Maintenance Services”
means the support and maintenance services to be provided by the Owner to the Hirer as more particularly described in Schedule 3.

“Termination Date”
means the later of the end of the Evaluation Period or Minimum Hire Period, as applicable, or the date that any notice of termination expires, or the date of removal of the Plant by the Owner where the removal of the Plant is not possible by the date the notice of termination expires due to delays caused by the Hirer.

“Training”
means the training to be provided by the Owner to the employees and representatives of the Hirer in order for such persons to be designated as Authorised Personnel.

1.2        Interpretation

1.2.1     Clause, schedule and paragraph headings shall not affect the interpretation of the Contract.

1.2.2     A reference to a party is to a party to the Contract and includes that party’s personal representatives, successors or permitted assignees.

1.2.3     Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.

1.2.4     A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.2.5     A reference to writing or written includes fax and e-mail.

1.2.6     Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.2.7     Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. EXTENT OF CONTRACT

No terms, conditions or warranties other than as specifically set forth in the Offer Document or these  Conditions shall be deemed to be incorporated or to form part of the Contract or shall otherwise govern the relationship between the Owner and the Hirer in relation to the hire of any particular Plant. This excludes all other terms or conditions which the Hirer may seek to apply under any order or acknowledgement or acceptance or similar document and supersedes all prior negotiations, representations or agreements, whether written or oral unless and to the extent that they are expressly accepted in writing and signed by the Owner. The Owner and the Hirer do not intend that any of the terms of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to the Contract, except that a person who is a successor to or an assignee of the rights of the Owner is deemed to become a party to the Contract after the date of succession or assignment (as the case may be).

3. INSTALLATION REQUIREMENTS

3.1        The Hirer shall prepare the Hire Site to the Owner’s satisfaction and shall comply with the Installation Requirements.

3.2            The Hirer shall be responsible for the Owner’s unobstructed access and egress from the Hire Site.

3.3            The Hirer is deemed to have knowledge of the Hire Site and the Hirer warrants that the condition of the Hire Site and any access to the Hire Site is suitable for the delivery, installation and use of the Plant.

3.4            Without prejudice to any of its other rights under the Contract, in the event that the Plant cannot be delivered on the Estimated Delivery Date as a result of a failure by the Hirer to comply with this clause 3, the Owner may, in its sole discretion require the Hirer to pay the Installation Charges.

4. COMMENCEMENT, DELIVERY AND INSTALLATION

4.1        The Owner shall hire the Plant to the Hirer for use at the Hire Site subject to the terms and conditions of the Contract.

4.2        The Owner shall not be obliged to deliver or install the Plant until the Hirer has complied with its obligations in accordance with clause 3.

4.3        The Owner shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Hirer’s quiet possession of the Plant.

4.4        Acceptance of the Plant on the Hire Site implies acceptance of these Conditions by the Hirer unless otherwise previously agreed in writing.

4.5        Unless otherwise agreed in writing, the Owner shall be responsible for unloading and loading of the Plant at the Hire Site.

4.6        The Owner shall deliver the Plant to the Hire Site and shall carry out such Additional Services as are set out in the Offer Document.

4.7        The Owner shall use all reasonable endeavours to effect delivery by the date and time agreed between the parties.

4.8        The Owner shall install the Plant at the Hire Site. The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the installation of the Plant. Acceptance by such representative of installation shall constitute conclusive evidence that the Hirer has examined the Plant and has found it to be in good condition, operational and complete. If required by the Owner, the Hirer’s duly authorised representative shall sign a receipt confirming such acceptance

5. EVALUATION PERIOD

5.1        The Evaluation Period commences on the Commencement Date and shall continue, subject to earlier termination of the Contract in accordance with these Conditions, for the period set out in the Offer Document.

5.2        During the Evaluation Period the Hirer shall conduct whatever measurements and tests it sees fit to ensure that the Plant performs to its required performance levels.

5.3        The Hirer acknowledges that the Plant is a new technology, for an application particular to the Hirer, and that, subject to these Conditions, the Owner does not provide any warranties as to performance and the Hirer agrees that if the Plant does not perform to its required standards that its sole remedy shall be to terminate the Contract in accordance with clause 12 below.

6. SERVICES

6.1        The Owner shall provide the Services to the Hirer from the Delivery Date, or such earlier date as may be agreed between the parties in writing, for the Hire Period.

6.2        Before or on the Delivery Date, the Owner shall provide the Training, and the Hirer shall make available, a sufficient number of  employees to ensure that the Hirer is able to provide sufficient cover to enable such Authorised Personnel to replace the plates on the Plant in accordance with the Operating Instructions.

6.3        The Owner shall provide a list of Authorised Personnel to the Hirer following satisfactory completion of the Training by the relevant employees and representatives of the Hirer.

7. SUPPORT AND MAINTENANCE

7.1            The Hirer shall at all reasonable times allow the Owner, his agents or his insurers to have access to the Plant to inspect, test, adjust, repair or replace the Plant, as necessary. The Owner shall not be liable for a failure to meet its obligations under the Contract to the extent that such failure is caused by the Hirer preventing the Owner’s reasonable access to the Hire Site or Plant.

7.2            The Owner will use reasonable endeavours to provide the Support and Maintenance Services, as necessary, throughout the Hire Period.

7.3        If an operator or any person is supplied by the Owner with the Plant, the Owner shall supply a person competent in operating the Plant or for such purpose for which the person is supplied and such person shall be under the direction and control of the Hirer. Such operators or persons shall for all purposes in connection with their employment in the working of the Plant be regarded as the servants or agents of the Hirer and the Hirer shall be solely responsible for all claims arising in connection with the operation of the Plant by the said drivers/operators/ persons.

8. BREAKDOWN

8.1            Any breakdown or the unsatisfactory working of or damage to any part of the Plant must be notified immediately to the Owner, and be subsequently confirmed in writing.

8.2            The Owner will endeavour to respond to such notification of breakdown or unsatisfactory working (“Fault”) within 24 hours.

8.3            Should such Fault last for a period of 48 hours or longer, the Owner will credit the Hirer with an amount equal to the pro-rated amount of the Hire Charges for the period that the Fault remains unresolved (in the Owner’s reasonable opinion), provided that such Fault has not been caused by the Hirer’s failure to follow the terms of the Contract.

8.4            In the event that the Owner is unable to repair the Plant at the Hire Site the Owner may remove the Plant and may, at its option, either replace the Plant with similar Plant, if such Plant is available, or terminate the Contract immediately without liability to the Hirer.

9. HIRER’S OBLIGATIONS

9.1        The Hirer shall throughout the Hire Period:

9.1.1     use all reasonable endeavours to ensure that only Authorised Personnel are able to access the Plant;

9.1.2     ensure that the Plant is used only for the purposes for which it is designed, and is operated in a proper manner strictly in accordance with the Operating Instructions by Authorised Personnel only;

9.1.3     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 Plant is at all times safe and without risk to health when it is being used or cleaned or maintained;

9.1.4     make no alteration to the Plant and shall not remove any existing component(s) from the Plant other than in accordance with the Operating Instructions;

9.1.5     keep the Owner fully informed of all material matters relating to the Plant, including immediately notifying the Owner if the Plant is involved in any accident resulting in injury to persons or damage to property. In relation to any incident no admission of liability, offer, promise of payment or indemnity shall be made by the Hirer without the Owner’s prior written consent;

9.1.6     not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Owner in the Plant and, where the Plant has become affixed to any land or building, the Hirer must take all necessary steps to ensure that the Owner may enter such land or building and recover the Plant both during the  Hire Period and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Owner of any rights such person may have or acquire in the Plant and a right for the Owner to enter onto such land or building to remove the Plant;

9.1.7     not suffer or permit the Plant to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Plant is so confiscated, 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 Plant and shall indemnify the Owner on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

9.1.8     not use the Plant for any unlawful purpose;

9.1.9     deliver up the Plant at the end of the Hire Period or on earlier termination of the Contract and allow the Owner or its representatives access to the Hire Site or any premises where the Plant is located for the purpose of removing the Plant; and

9.1.10   not do or permit to be done anything which could invalidate the insurances referred to in clause 10.2.

9.2            The Hirer shall be responsible for the safe keeping of the Plant, its use in a workmanlike manner within the manufacturer’s rated capacity and in accordance with the manufacturer’s and / or the Owner’s recommendations (including in accordance with the instructions detailed in Schedule 3), and its return on the completion of the Hire Period in equal good order (fair wear and tear excepted).

9.3            The Hirer shall be responsible for the safe and proper removal of all waste produced by the Plant at the Hirer’s cost and expense.

9.4            The Hirer shall at all times take all reasonable steps to keep himself acquainted with the state and condition of the Plant. If such Plant is continued at work or in use in an unsafe and unsatisfactory state or environment, the Hirer shall be solely responsible for any damage, loss, cost, expense or accidents whether directly or indirectly arising therefrom.

9.5            The changing of the plates and other consumables are the responsibility of the Hirer who should arrange for them to be replaced in accordance with the Operating Instructions. The Hirer is responsible for all costs incurred in the changing or replacement of any plates. Only plates supplied by the Owner may be used in the Plant.

9.6        The Hirer acknowledges that:

9.6.1     any substance entering the Plant which breaches listed and/or safe levels, as set out by Ofwat in the Hirer’s relevant effluent discharge consent documentation, or which is non-compliant with substances as set out in Statutory Instrument 1991 No. 2790, “The Private Water Supplies Regulations 1991”, will be a Banned Substance for the purposes of the Contract; and

9.6.2     any form of human sewerage is a Banned Substance for the purposes of the Contract.

9.7        The Hirer shall not allow any Banned Substances to enter the Plant or use the Plant to process any Banned Substances and acknowledged that a failure to comply with this clause 9.7 could lead to the Plant being decommissioned.

9.8            The Hirer shall ensure that it has all necessary licences, consents, and permits necessary for the operation of the Plant at the Hire Site.

9.9            The Hirer shall be responsible for compliance with all relevant regulations issued by the Government or Local Authorities, including regulations under the Environmental Acts, Factories Acts, Health and Safety at Work, etc. and the cost of any insurances made necessary thereby.

9.10      The Hirer shall indemnify the Owner in respect of all losses, liabilities, claims, damages, fines, costs or expenses of whatever nature incurred by the Owner as a result of the Hirer’s breach of its obligations under this clause 7.

10. HIRER’S RESPONSIBILITY FOR LOSS AND DAMAGE

10.1         For the duration of the Hire Period the Hirer shall make good to the Owner all loss of or damage to the Plant from whatever cause the same may arise, fair wear and tear excepted and shall fully and completely indemnify the Owner and any personnel supplied by the Owner in respect of all claims by any person whatsoever for injury to person or property caused by or in connection with or arising out of the storage, transit, transport, unloading, installation, loading or use of the Plant during the Hire Period, and in connection therewith, whether arising under statute or common law. In the event of loss of or damage to the Plant, Hire Charges shall continue until the settlement has been agreed. Payment of the settlement must be made within 21 calendar days of the date of the agreement or Hire Charges can be reinstated from the date of that agreement. Should Hire Charges be re-instated, the agreed settlement figure remains payable in full.

10.2         The Hirer shall take out and maintain adequate insurance cover in relation to its liabilities under the Contract (including in relation to damage or loss to the Plant) and shall provide evidence of such insurances to the Owner upon request.

10.3         Notwithstanding the above the Hirer shall not be responsible for damage, loss or injury:

10.3.1    prior to delivery of any Plant to the Hire Site (or, where the Hire Site is not immediately adjacent to a highway maintainable at the public expense, prior to its leaving such highway) where the Plant is in transit by transport of the Owner or as otherwise arranged by the Owner;

10.3.2    during the erection and / or dismantling of any Plant where such Plant requires to be completely erected / dismantled on the Hire Site, provided always that such erection / dismantling is under the exclusive control of the Owner or his agent; and

10.3.3    after the Plant has been removed from the Hire Site and is in transit on a highway maintainable at the public expense (or where the Hire Site is not immediately adjacent to a highway maintainable at the public expense after it has joined such highway) to the Owner by transport of the Owner or as otherwise arranged by the Owner.

10.4         The Hirer shall be responsible for all expense (including the continued payment of the Hire Charges) involved arising from any breakdown, unsatisfactory working of or damage to any part of the Plant due to the Hirer’s negligence, misdirection or misuse of the Plant, whether by the Hirer or his servants. The Hirer is responsible for the cost of spares and / or repairs due to theft, loss or vandalism of the Plant. The Owner will be responsible for the cost of repairs, inclusive of the cost of spares, to the Plant involved in breakdown.

10.5      The risk of loss, theft, damage or destruction of the Plant shall pass to the Hirer on the Delivery Date. The Plant shall remain at the sole risk of the Hirer during the Hire Period and any further term during which the Plant is in the possession, custody or control of the Hirer, until such time as the Plant is returned to the Owner.

11. HIRE CHARGES AND PAYMENT

11.1      The Hire Charges shall commence on the Commencement Date and shall be calculated as set out in the Offer Document.

11.2      Hire Charges shall continue to accrue until the Termination Date.

11.3      The Hire Charges shall be invoiced by the Owner to the Hirer monthly in advance, unless otherwise agreed in the Offer Document.

11.4      Payment is due 14 days from the date of the invoice.

11.5      The Hire Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.

11.6      The Owner reserves the right to charge the Hirer interest for the late payment of any outstanding invoices under the Late Payment of Commercial Debts (Interest) Act 1998.

11.7      Subject to clauses 3.4 and 17.3 , the Installation Charges form part of the Hire Charges.

11.8         If the Hirer does not make payment of a sum by the final date on which payment is due to be made, the Owner has the right to suspend performance of its obligations under the Contract. The right to suspend performance will cease when the Hirer makes payment in full of the amount due.

12. HIRE PERIOD, NOTICE AND TERMINATION

12.1      The Hire Period commences on the Commencement Date and shall continue until the Termination Date.

12.2      The Hirer may terminate the Contract:

12.2.1    during the Evaluation Period, by giving  notice in writing to the Owner in accordance with the Evaluation Notice Period, to expire no earlier than the expiry of the maximum duration for the Evaluation Period;

12.2.2    during the Minimum Hire Period but outside of the Evaluation Period, by giving notice in writing to the Owner in accordance with the Minimum Notice Period, to expire no earlier than the expiry of the Minimum Hire Period;

12.2.3    following expiry of the Minimum Hire Period, on two (2) months’ notice in writing.

12.2.4    The Owner may terminate the Contract at any time on two (2) months’ notice in writing.

12.3      The Owner may terminate the Contract with immediate effect by giving the Hirer written notice at any time:

12.3.1    if the Hirer is in material breach of any of its obligations under the Contract and fails to remedy that breach (if capable of remedy) within 30 days after receiving written notice of the breach; or

12.3.2    if the Hirer is in breach of any of its obligations under the Contract on more than three occasions during any six month period (even if that party has remedied those breaches on previous occasions); or

12.3.3    if any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the other party or if the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other party) or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the other party or if the other party cease or threatens to cease to carry on business.

12.4      The termination or expiry of the Contract (however caused) will not affect any rights and/or liabilities of either party which have accrued before termination or expiry, or any provision of this Contract which expressly or by implication is intended to come into or continue in effect on or after termination or expiry.

13. CONSEQUENCES OF TERMINATION

13.1         Upon the completion of the Hire Period, the Hirer shall clean and where necessary, decontaminate the Plant. All fuel and contaminates will be removed from bunds, storage tanks and bowsers. The Hirer shall be liable for any costs, liabilities and expenses incurred by the Owner should the Hirer fail to comply with this clause.

13.2      Upon termination of the Contract:

13.2.1    the Owner’s consent to the Hirer’s possession of the Plant shall terminate and the Owner may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Plant and for this purpose may enter the Hire Site or any premises at which the Plant is located; and

13.2.2    without prejudice to any other rights or remedies of the Owner, the Hirer shall pay to the Owner on demand:

(a)        all Hire Charges and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 11.6; and

(b)       any costs and expenses incurred by the Owner in  collecting any sums due under the Contract.

13.3      Upon termination of the Contract pursuant to clause 12.2.1, the Hirer shall pay to the Owner on demand a sum equal to the whole of the Hire Charges that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Evaluation Period.

13.4      Upon termination of the Contract pursuant to clause 12.2.2, the Hirer shall pay to the Owner on demand a sum equal to the whole of the Hire Charges that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Minimum Hire Period.

14. LIMITATION OF LIABILITY

14.1         Nothing in the Contract shall exclude or in any way limit:

14.1.1    either party’s liability for death or personal injury caused by its own negligence;

14.1.2    either party’s liability for fraud or fraudulent misrepresentation; or

14.1.3    any other liability which cannot be excluded by law.

14.2         Subject to clause 14.1:

14.2.1    the Owner shall have no liability or responsibility for any loss, or damage of whatever nature due to or arising through any cause beyond its reasonable control;

14.2.2    the Owner shall not be liable for:

(a)        any loss (whether direct or indirect) of revenue or profits;

(b)       any loss (whether direct or indirect) of anticipated savings;

(c)        any loss (whether direct or indirect) of goodwill or injury to reputation;

(d)       any loss (whether direct or indirect) of business opportunity; and/or

(e)        indirect, consequential or special loss or damage,

in each case arising out of or connection with the Contract including without limitation is as a result of breach of contract , negligence or any other tort, under statute or otherwise); and

14.2.3    whenever the Contract (including these clauses) provides that any allowance is to be made against Hire Charges, such allowance shall be the Hirer’s sole and exclusive remedy in respect of the circumstances giving rise to the allowance, and such remedy shall be limited to the amount of Hire Charges which would otherwise be or become due if the allowance in question had not been made.

14.3         Subject to clauses 14.1 and 14.2, the Owner’s aggregate liability to the Hirer in respect of all claims arising out of or in connection with the Contract in any period of 12 months (including without limitation as a result of breach of contract, negligence, or any other tort, under statute or otherwise) will be limited to a sum equal to 100% of the Hire Charges paid by the Hirer under the Contract in such 12 month period.

14.4         No claims will be admitted for stoppages through causes outside the Owner’s control, including but not limited to bad weather and/or ground conditions nor shall the Owner be responsible for the cost or expense of recovering any Plant from soft or unsuitable ground, or a hazardous environment. For the avoidance of doubt, the Hirer shall be responsible for the cost and expense of recovering any Plant from soft or unsuitable ground or a hazardous environment.

14.5         The Contract sets forth the full extent of the Owner’s obligations and liabilities in respect of the Plant and its hiring to the Hire. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Owner except as specifically stated in the Contract. Any condition, warranty or other term concerning the Plant which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.

15. INSURANCE

The Owner shall take out and maintain for the duration of this Contract and for a period of at least two years thereafter public & products liability insurance, to a limit of no less than £5,000,000, for any one event, in the case of public liability and no less than £5,000,000, for any one event and in the aggregate, in the case of products liability.

16. RE-HIRING

Neither the Plant nor any part thereof shall be re-hired, sub-let, or lent to any third party without the prior written permission of the Owner.

17. CHANGE OF SITE

17.1         The Plant shall not be moved from the Hire Site (or moved to another location within the Hire Site) to which it was delivered without the prior written permission of the Owner.

17.2      The Hirer will not, without the Owner’s prior written consent, remove or allow the Plant to be removed from (or moved to another location within) the Hire Site.

17.3      If the Owner agrees to change the Hire Site (or agrees to move the Plant to another location within the Hire Site) the Owner will move the Plant and the Owner will pay any charges incurred including Removal Charges and Installation Charges in respect of the change of Hire Site.

18. PROPERTY AND OWNERSHIP

18.1         The Plant shall at all times remain the property of the Owner, and the Hirer shall have no right, title or interest in or to the Plant (save the right to possession and use of the Plant subject to the terms and conditions of the Contract).

18.2         The Hirer shall not remove, deface or cover up the Owner’s name plate or mark on the Plant indicating that it is his property, without the prior written permission of the Owner.

18.3         The Hirer shall not re-hire, sell, mortgage, charge, pledge, part with possession of or otherwise deal with the Plant and shall protect the same against distress, execution or seizure and shall indemnify the Owner against all losses, damage, costs, charges and expenses arising as a direct result of any failure to observe and perform this condition except in the event of Government requisition.

19. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

19.1         For the purpose of the Contract, “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

19.2         All Intellectual Property Rights and all other rights in the Plant and any other materials, including the Materials, or deliverables produced or provided by the Owner in connection with this Contract shall be owned by the Owner.

19.3         The Hirer agrees that all documents, information and materials (“Materials”) provided to it by the Owner in relation to the Contract are and shall remain, the property of the Owner.  The Hirer agrees that it will only use the Materials for the purpose of receiving the benefit of the Contract. The Hirer agrees that it will not make any copies of the Materials without the written consent of the Owner, nor shall it transfer the Materials to any third parties without the prior written consent of the Owner.

19.4         Each party agrees that it shall keep the terms of the Contract confidential and shall not make any disclosure about any confidential information which either party may pass to the other without the other party’s consent.  This restriction shall not apply to any information which is in the public domain at the time when it is transferred between the parties or in relation to any information which either party is obliged to disclose to a court or other regulatory body at any time.

20. GENERAL

20.1         If any of the clauses within these Conditions are held to be unlawful, void or unenforceable, then that clause will be deemed severable and will not affect the validity and enforceability of the remaining clauses, to the extent permitted by law.

20.2         Any notice to be given under the Contract must be in writing and sent to each party at its address set out in the Offer Document or as otherwise specified by the relevant party by notice in writing to the other party.

20.3         Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

20.4         The Contract, and the relationship between the parties, shall be governed by the laws of England and each party agrees that all disputes arising out of or in connection with the Contract, and/or with its negotiation, validity or enforceability, and/or the relationship between the parties, (in each case whether or not regarded as contractual claims) shall be exclusively governed by and determined in accordance with English law.  Each party expressly submits to the exclusive jurisdiction of the English Courts.


SCHEDULE 1 – DESCRIPTION OF PLANT

kolina1

Containerised effluent treatment process plant comprising:

  1. 3x balancing tanks with integrated mixing and pumping
  2. Rotary drum solids separator with automated self-cleaning
  3. 2x electro-coagulation cells
  4. Dissolved air floatation unit with full white-water control
  5. Multimedia filter with automated back-wash
  6. Interconnecting pipework and pumps
  7. Automated control system with on-line status monitoring and remote surveillance.

kolina2


SCHEDULE 2 – INSTALLATION REQUIREMENTS

The Hirer shall comply with the following general Hire Site preparation requirements for the delivery and installation of the Plant.  The Owner can provide some or all of the specific Hire Site preparation requirements and, if this has been agreed between the parties, will be documented as part of the Additional Services as are set out in the Offer Document.

Dimensions

Delivery

Arrangement and Access

Utilities

Effluent, Sludge Handling and Drainage


SCHEDULE 3 – SUPPORT AND MAINTENANCE SERVICES

Owner’s responsibilities 

Hirer’s responsibilities

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