Eyewitness Terms & Conditions
	Interpretation Basis of Supply Orders & Specifications Charges Terms of Payment Supply Risk & Insurance Warranties & Liabilities Use of Equipment Cancellation Conditions of Sale General   1. Interpretation 1.1 In these conditions ["the Conditions"]:- "Company" means Eyewitness Limited and includes its operating division Hazardous Facilities. "Contract" means the contract for the supply of the Equipment by the Company to the Customer. "Customer" means the person who accepts a quotation of the Company for the Equipment or whose order for the Equipment is accepted by the Company. "Equipment" means the equipment and services [if any] which the Company is to supply to the Customer in accordance with the Conditions. "Hire Period" means the period during which the Equipment is supplied to the Customer. "Rate[s]" means the hire charge[s] for the Equipment. 1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation. Back to top   2. Basis of Supply 2.1 The Company shall supply the Equipment in accordance with any written quotation of the Company which is accepted by the Customer or any written order of the Customer which is accepted by the Company subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer. 2.2 No variation to these Conditions shall be binding unless agreed in writing and signed by a director of the Company. 2.3 The Company's employees and agents are not authorised to make any representations concerning the Equipment unless confirmed by a director of the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed. 2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the performance application or use of the Equipment which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer's own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed. 2.5 The customer acknowledges and agrees that the Contract contains provisions which exclude limit or modify the liability of the Company and provide a right to Indemnity for the Company in certain circumstances. Back to top   3. Orders & Specifications 3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until it is confirmed by the Company's authorised representative. 3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order which it may submit and for giving the Company any necessary information relating to the Equipment it requires within a sufficient time to enable the Company to perform the Contract in accordance with its terms. 3.3 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss [including loss of profit] costs [including the cost of all labour and materials used] damages charges and expenses incurred up to the date of such cancellation by the Company as a result thereof. Back to top   4. Charges 4.1 The Rate shall be the Company's quoted rate or, where no rate has been quoted, the rate quoted in the Company's published rate card current at the date of acceptance of the order. All Rates quoted are valid for 30 days only or until earlier acceptance by the Customer after which time they may be altered by the Company without giving notice to the Customer. 4.2 The Company reserves the right by giving notice to the Customer at any time, to increase the Rate to reflect any increase in cost to the Company which is due to any factor beyond the control of the Company, any change in delivery dates, quantities or specifications requested by the Customer or any delay caused bny the instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. 4.3 The Customer shall be liable to pay the Rate from the earlier of the time when the Equipment is made available to the Customer or the time when the Equipment leaves the Company's premises. 4.4 The Rate is exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to the Company. Back to top   5. Terms of Payment 5.1 Subject to any special terms agreed in writing between the Customer and the Company, the Customer shall pay the Rate immediately, without deduction or set off, upon presentation of the Company's invoice. The time of payment of the Rate shall be of the essence of the Contract. 5.2 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:- a] cancel the Contract or suspend any further supplied to the Customer; and b] charge the Customer interest [both before and after any judgment] on the amount unpaid at the rate of 3% per month until payment in full is made [a part of a month being treated as a full month for the purpose of calculating interest]. Back to top   6. Supply 6.1 Any dates quoted for the commencement of the Hire Period are approximate only and the Company shall not be liable for any reasonable delay in the supply of the Equipment howsoever caused. Time for supply shall not be of the essence unless previously agreed by the Company in writing. 6.2 If the Company fails to supply the Equipment for any reason other than a cause beyond the Company's reasonable control or the Customer's fault [for which the Company shall not be responsible in accordance with Condition 8.7] and the Company is accordingly liable to the Customer, the Company's liability shall be limited in all circumstances to the Rate for the Hire Period. Back to top   7. Risk & Insurance 7.1 The risk in the Equipment shall pass to the Customer immediately on the commencement of the Hire Period. 7.2 The Customer shall be required to insure the Equipment throughout the Hire Period and any extension thereof against all risks for its full replacement value and shall produce copies of any such policy or policies to the Company on request and evidence that the same are in effect. 7.3 The Customer shall not use the Equipment unless it has in place adequate Insurance cover for any loss, damage, injury or liability arising as a result of such use and has disclosed to the insurer, if so required, the nature of such use. 7.4 The Equipment shall at all times remain the property of the Company and no proprietary or other interest in the Equipment shall vest in or pass to the Customer who shall for all purposes be deemed to be the Company's bailee of such Equipment. 7.5 The Customer may not dispose of, sell, loan, assign, pledge, encumber, part with possession of, or suffer any lien to be created over, the Equipment. 7.6 The customer shall return the Equipment to the Company at the end of the Hire Period and, if it fails to do so, the Company or its agent may enter upon the premises on which the Equipment is kept, or reasonably believed to be kept, for the purpose of its recovery. Where the Equipment is on premises not occupied or under the control of the Customer, the Customer undertakes to secure for the Company permission to enter such premises to recover the Equipment and the Customer shall indemnify the Company against any costs incurred in repossessing the Equipment. 7.7 The Company shall have a general lien upon any and all materials or equipment at any time in the possession of the Company and belonging to the Customer for any sum for the time being due to the Company. Back to top   8. Warranties & Liabilities 8.1 The Company warrants that the Equipment will be in working order throughout the Hire Period and that it will reasonably assist the customer with technical "know-how", experience and general advice in relation thereto. 8.2 The Company does not warrant that the Customer will achieve its desired results or that the Equipment is suitable for the purpose for which it is required by the Customer. The Customer acknowledges that it uses the Equipment at its own risk. 8.3 The Company shall be under no liability:- a] In respect of any defect in the Equipment arising from any specification supplied by the Customer; b] In respect of any defect arising from fair wear & tear, wilful damage, negligence, abnormal working conditions or usage, failure to follow the Company's instructions [whether oral or in writing] misuse or alteration or repair of the Equipment without the Company's approval; or c] if the Rate has not been paid in full by the due date or dates. 8.4 Save as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.5 The Customer shall inspect and, where appropriate, test the Equipment at the commencement of the Hire Period and shall notify the Company of any defects as soon as reasonably possible. The Company shall be entitled, at its sole discretion, to repair or replace the Equipment free of charge or to refund to the Customer the Rate but shall no further liability to the Customer. 8.6 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common low, or under the express terms of the Contract, for any consequential loss or damage [whether for loss of profit or otherwise], costs, expenses or other claims for consequential compensation whatsoever [and whether caused by the negligence of the Company its employees or agents or otherwise] which arise out of or in connection with the supply of the Equipment or its use by the Customer, except as expressly provided in these Conditions. 8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of the delay in performing, or any failure to perform, any of the Company's obligations in relation to the Equipment if the delay or failure was due to: a] any cause beyond the Company's reasonable control; or b] strikes, lockouts or other industrial actions or trade disputes whether involving employees of the Company or of a third party. Back to top   9. Use of Equipment 9.1 The Customer may not use the Equipment for an abnormal or hazardous assignment except at its own risk and with the previous consent in writing of the Company nor may it take the Equipment outside the United Kingdom or from the ground other than on a regular scheduled flight by any airline recognised by IATA. 9.2 The Customer must ensure that the Equipment is in its custody and control at all times during the Hire Period. 9.3 The Customer shall undertake to use the Equipment with a reasonable degree of skill and care and shall only permit persons of appropriate skill, qualifications and experience with equipment of a similar type to operate the Equipment. 9.4 The Customer undertakes to protect the Equipment from damage and to take all reasonable precautions for its safety and to use it only in accordance with the terms of the Contract. Back to top   10. Cancellation 10.1 The Company shall be entitled to immediately cancel the Contract and suspend the supply of any further Equipment under the Contract without any liability to the Customer if:- a] the customer makes any voluntarily arrangement with its creditors or becomes subject to an administration order, or [being an individual or firm] becomes bankrupt, or  [being a company] goes into liquidation [otherwise than for the purposes of amalgamation or reconstruction]; or b] an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or c] the Customer ceases, or threatens to cease, to carry on business; or d] the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; or e] the Customer commits a material breach of any of the Conditions. Back to top   11. Conditions of Sale Orders are accepted by the Company from the Customer subject to these conditions of sale only, unless specifically agreed otherwise in writing. 11.1 Payment Terms are Net cash within 30 days of invoice date. 11.2 Retention of Ownership. Title to goods is reserved by the Company until full payment is received. Responsibility for maintenance and insurance passes to the Customer on delivery. Until full payment has been made the Company may at any time recover the goods and may enter the Customer's premises for this purpose, after giving notice of intention to repossess. The customer or his representatives may not re-sell the goods to which title is retained unless he informs the Company in writing and also any third party concerned in their use or resale.  11.3 Returns. Goods may not be returned to us unless agreed by us in writing and returned unused at the Customer's expense. Goods specifically made or adapted for the Customer may not be returned. Goods returned without authorisation will not be accepted. 11.4 Claims. Notification of non-delivery must be made in writing within 10 days of invoice date. Back to top   12. General 12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at is registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 12.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. 12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 12.4 Any dispute arising under or in connection with these Conditions or the supply of the Equipment shall be referred to arbitration appointed by agreement or [in degault] nominated on the application of either party by the President of the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Acts of 1950 to 1979 or any re- enactment or modification thereof for the time being in force. 12.5 The Contract shall be governed by the laws of England. 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	© Eyewitness Limted 2001