1. General
1.1 These terms apply save where otherwise stated to all contracts of hire
1.2 Orbitec Limited’s Terms of Business are incorporated into these terms but where there is any inconsistency between these Terms of Business and this document then the terms of this document shall prevail
1.3 Where this Contract is one of hire the word ‘Buyer’ shall where appropriate be read as if it were “Hirer” and the Contract shall be construed accordingly
1.4 Where this is a Contract of hire then unless terminated in accordance with these terms it shall start on the agreed date for delivery/the Delivery Date and continue in force until the later of the time when all the Rentals have been paid in full to Orbitec Limited and the Goods have been returned to Orbitec Limited in accordance with the terms hereof
2. Risk and Title
2.1 Where this is a contract of hire title in the Goods shall always remain with Orbitec Limited. Title in the Goods will not pass to the Buyer until Orbitec Limited has received from the Buyer all sums due to it in respect of
2.1.1 the Goods and
2.2.2 all other sums which are or which become due to Orbitec Limited from the Buyer on any account
3. Payment
3.1 For hire contracts the payments to be made (‘Rentals’) are shown in the Quote or Acknowledgement of Order. The Hirer shall pay all of the Rentals shown in the Quote or Acknowledgement of Order even if the Hirer returns the Goods before the end of the Contract
3.2 Payment of the first Rental/Instalment is due on delivery of the Goods. Each subsequent Rental/Instalment shall be due one month or one week or one day (as appropriate) after the due date of the previous rental and without previous demand
4. Other Terms
4.1 During the continuance of this Contract the Buyer shall
4.1.1 keep the Goods in good condition (fair wear and tear excepted) and indemnify Orbitec Limited against loss of or damage to the Goods howsoever caused and immediately notify Orbitec Limited of any loss of or damage to the Goods
4.1.2 meet all maintenance requirements for the Goods as set out in Orbitec Limited’s instructions at the recommended time or times
4.1.3 immediately comply in all respects with the requirements of any improvement or prohibition notice served on the Buyer in respect of or relating to the use of the Goods and with all statutes and all other obligations in relation to the Goods and their use and at its own expense add to or install with the Goods any safety or other equipment required by any law or regulation to be so added or installed for the use or operation of the Goods
4.1.4 not make or cause or permit to be made any alteration or addition to the Goods or to the identification or registration marks on the Goods
4.1.5 permit Orbitec Limited and its representatives to enter on any land or where the Goods are located to inspect and/or repossess the same
4.1.6 not render the Goods liable to any distress, execution or other legal process or suffer the appointment or the presentation of a petition for the appointment of an administration under the Insolvency Act 1986
4.1.7 punctually pay all rents taxes and other outgoings payable in respect of the Delivery Address or any other premises in which, with the consent of Orbitec Limited, the Goods may be housed
4.1.8 not sell assign, mortgage, let or lend out the Goods or in any way part with the Goods or any interest therein but keep the Goods in its own possession, or under its control and prevent the creation of any charge or lien thereon
4.1.9 ensure that the plates showing Orbitec Limited’s interest in the Goods remain affixed and are at no time removed, obliterated, defaced or covered up
4.1.10 purchase all consumables specified in the Quote or Acknowledgement of Order as are required properly to operate the Goods from Orbitec Limited at the start of this Contract. If the Buyer returns any of such consumables at the end of the hire period, Orbitec Limited may issue the Buyer with a credit note for them provided that the amount on the credit note shall be at the sole discretion of Orbitec Limited and shall not exceed 50% of the value invoiced by Orbitec Limited and provided that the Buyer returns them to Orbitec Limited with the Goods to which they relate at the Buyer’s own expense
4.1.11 keep the Goods insured against loss or damage from all risks including third party risks. The Buyer shall notify the insurers that the Goods are on hire from Orbitec Limited and request the insurers to endorse a notice of Orbitec Limited’s interest on a policy of insurance naming Orbitec Limited as loss payee. The Buyer shall on demand show Orbitec Limited the certificate and policy of insurance and the premium receipts and shall not use or allow the Goods to be used for any purpose not permitted by the terms of the insurance or do or allow to be done anything which may invalidate the insurance. If the Buyer fails to pay any insurance premium Orbitec Limited may pay the premium and the Buyer shall repay the amount to Orbitec Limited on demand. The Buyer shall indemnify Orbitec Limited against all loss or damage to the Goods not recoverable under the insurance
4.1.12 Where any event or accident shall occur which is a risk covered by the said insurance the Buyer shall immediately notify Orbitec Limited thereof and shall not compromise any claim without the consent of Orbitec Limited and shall allow Orbitec Limited at its option to take over the conduct of negotiation and shall at the expense of the Buyer take such proceedings (in the sole name of the Hirer or jointly with Orbitec Limited) as Orbitec Limited directs holding all sums recovered together with any monies received by the Buyer under its policy of insurance on trust for Orbitec Limited and paying or applying the same as Orbitec Limited directs and as herein provided. If the Goods are declared a total loss, any hire thereof shall terminate. In such event, Orbitec Limited shall apply any proceeds of insurance received by it at its option
4.1.12.1 to the replacement of the Goods with goods of equivalent value which replacement shall be deemed to be included in this Contract for all purposes and the Buyer shall continue to pay Rentals as if such loss had not taken place
4.1.12.2 in or towards payment to Orbitec Limited of the sum necessary to compensate Orbitec Limited for losses suffered by it as a result of the loss of the Goods
4.1.12.3 Orbitec Limited shall have the right to repair or have repaired any damaged Goods. If Orbitec Limited chooses not to do so, the Hirer shall be liable to reinstate or repair at its own expense (but subject to any insurance proceeds) Goods which have not become a total loss and shall continue to pay Rentals in respect of such Goods during such reinstatement or repair.
5. Termination
5.1 If the Buyer
5.1.1 fails to pay any Rental or other sum payable under this Contract or under any other agreement with the Orbitec Limited within 14 days of its becoming due (whether demanded or not) or
5.1.2 does or allows to be done any act or thing which in Orbitec Limited’s opinion may jeopardise Orbitec Limited’s rights in the Goods or any part thereof then the Buyer shall be deemed to have repudiated this Contract and Orbitec Limited may forthwith or at any time terminate this Contract
5.2 Where this is a hire Contract the Buyer shall pay Orbitec Limited (in addition to all other sums, if any, in respect of which the Buyer is indebted to Orbitec Limited):
5.2.1 The cost of all repairs required to put the Goods in a condition consistent with the performance of the Buyer’s obligations under this Contract; and
5.2.2 all arrears of Rental due and other sums accrued due and unpaid due at the date of termination together with interest thereon and
5.2.3 the remaining Rentals due for the unexpired balance of the Hire Period
5.2.4 any other sums which are or become due to Orbitec Limited or to which Orbitec Limited is entitled by way of damages
5.3 ‘Continuation Payment’ – Without prejudice to any other provisions of this Contract where this is a hire contract then as from the due expiration of the Hire Period and until such time as the Goods have been returned to Orbitec Limited in good repair, the Buyer will pay by way of recompense a monthly sum payable in advance at the same rate as the Rental previously due. This clause shall not confer upon the Buyer any right for the continued use or possession of the Goods
Orbitec design, manufacture and supply a comprehensive range of systems, products and accessories for the Orbital TIG Process. Our products are employed across a diverse range of industries including: Pharmaceutical, Biotechnology, Chemical, Food & Dairy, Semiconductor, Aerospace, Petrochemical, Offshore and Nuclear.
