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Consumer Terms & Conditions

CONDITIONS FOR HIRE AND SALE OF PRODUCTS TO CONSUMERS

1 INTERPRETATION

1.1 In these conditions the following words have the following

meanings:

“Contract” means a contract which incorporates these conditions and

made between the Customer and the Supplier for the hire of Hire

Goods and/or the sale of Products;

“Customer” means the person hiring Hire Goods;

“Deposit” means any advance payment required by the Supplier in

relation to the Hire Goods which is to be held as security by the

Supplier;

“Hire Goods” means any machine, article, tool, and/or device together

with any accessories specified in a Contract which are hired to the

Customer;

“Hire Period” means the period commencing when the Customer holds

the Hire Goods on hire (including Saturdays Sundays and Bank

Holidays) and ending upon the happening of any of the following

events: (i) the physical return of the Hire Goods by the Customer into

the Supplier’s possession; or (ii) the physical repossession or

collection of Hire Goods by the Supplier;

“Liability” means liability for any and all damages, claims, proceedings,

actions, awards, expenses, costs and any other losses and/or

liabilities;

“Products” means the products sold to the Customer by the Supplier;

“Rental” means the Supplier’s charging rate for the hire of the Hire

Goods which is current from time to time during the Hire Period;

“Supplier” means Fonix LED Limited and will include its

employees, servants, agents and/or duly authorised representatives;

“Services” means the services and/or work (if any) to be performed by

the Supplier for the Customer in conjunction with the hire of Hire

Goods including any delivery and/or collection service for the Hire

Goods.

2 BASIS OF CONTRACT

2.1 Hire Goods are hired subject to them being available for hire to

the Customer at the time required by the Customer. The

Supplier will not be liable for any loss suffered by the Customer

as a result of the Hire Goods being unavailable for hire where

the Hire Goods are unavailable due to circumstances beyond the

Supplier’s control that are unknown to the Supplier at the time of

entering into the Contract.

2.2 The duration of the Hire Period shall not exceed 3 months and

accordingly the hire of any Hire Goods is not covered by the

Consumer Credit Act 1974.

2.3 Nothing in this Contract shall exclude or limit any statutory rights

of the Customer which may not be excluded or limited due to the

Customer acting as a consumer. For further information about

your statutory rights contact your local authority Trading

Standards Department or Citizens Advice Bureau or if based in

the Republic of Ireland your local office of the Director of

Consumer Affairs or Citizens Information Centre.

3 PAYMENT

3.1 The amount of any Deposit, Rental and/or charges for any

Services shall be as quoted to the Customer or otherwise as

shown in the Supplier’s current price list from time to time.

Where a Deposit is required for the Hire Goods it must be paid in

advance of the Customer hiring the Hire Goods. The Supplier

may also require an initial payment on account of the Rental in

advance of the Customer hiring the Hire Goods.

3.2 The Customer shall pay the Rental, charges for any Services,

monies for any Products and/or any other sums payable under

the contract to the Supplier at the time and in the manner

agreed. The Supplier’s prices are, unless otherwise stated,

exclusive of any applicable VAT for which the Customer shall be

additionally liable.

3.3 Payment shall not be deemed to be made until the Supplier has

received either cash or cleared funds in respect of the full

amount outstanding.

3.4 If the Customer fails to make any payment in full on the due date

the Supplier may charge the Customer interest (both before and

after judgment/decree) on the amount unpaid at the rate of [4]%

above the base rate from time to time of the Supplier’s bank.

3.5 The Supplier may set a reasonable credit limit for the Customer.

The Supplier reserves the right to terminate or suspend the

Contract for hire of the Hire Goods and/or the provision of

Services if allowing it to continue would result in the Customer

exceeding its credit limit or the credit limit is already exceeded.

4 RISK OWNERSHIP AND INSURANCE

4.1 Risk in the Hire Goods and any Products will pass immediately

to the Customer when they leave the physical possession or

control of the Supplier.

4.2 Risk in the Hire Goods will not pass back to the Supplier from the

Customer until the Hire Goods are back in the physical

possession of the Supplier. This shall apply even if the Supplier

has agreed to cease charging the Rental.

4.3 Ownership of the Hire Goods remains at all times with the

Supplier. The Customer has no right, title or interest in the Hire

Goods except that they are hired to the Customer. Ownership of

any Products remains with the Supplier until all monies payable

to the Supplier by the Customer for the Products have been paid

in full.

4.4 The Customer must not deal with the ownership or any interest

in the Hire Goods. This includes but is not limited to selling,

assigning, mortgaging, pledging, charging, securing, hiring,

withholding, exerting any right to withhold, disposing of and/or

lending.

4.5 The Supplier may provide reasonably priced insurance in respect

of the Hire Goods at an additional cost to the Rental.

Alternatively the Supplier may require the Customer to insure the

Hire Goods on such reasonable terms and for such reasonable

risks as the Supplier may specify. The proceeds of any such

insurance that relate directly to the Hire Goods shall be held by

the Customer in trust for the Supplier and be paid to the Supplier

on demand. The Customer must not compromise any claim in

respect of the Hire Goods and/or any associated insurance

without the Supplier’s written consent.

5 DELIVERY, COLLECTION AND SERVICES

5.1 It is the responsibility of the Customer to collect the Hire Goods

from the Supplier and then return them to the Supplier at the end

of the Hire Period. If the Supplier agrees to deliver or collect the

Hire Goods to and/or from the Customer it will do so at its

standard delivery cost and such delivery and/or collection will

form part of the Services.

5.2 The Customer will allow and/or procure sufficient access to and

from the relevant site and procure sufficient unloading space,

facilities, equipment and access to utilities for the Supplier’s

employees, sub-contractors and/or agents to allow them to carry

out the Services. The Customer will ensure that the site where

the Services are to be performed is, where necessary, cleared

and prepared before the Services are due to commence.

6 CARE OF HIRE GOODS

6.1 The Customer shall:-

6.1.1 not remove any labels from and/or interfere with the Hire

Goods, their working mechanisms or any other parts of them

and shall take reasonable care of the Hire Goods and only use

them for their proper purpose in a safe and correct manner in

accordance with any operating and/or safety instructions

provided or supplied to the Customer;

6.1.2 notify the Supplier immediately after any breakdown, loss

and/or damage to the Hire Goods;

6.1.3 take adequate and proper measures to protect the Hire Goods

from theft, damage and/or other risks;

6.1.4 notify the Supplier of any change of its address and upon the

Supplier’s request provide details of the location of the Hire

Goods;

6.1.5 permit the Supplier at all reasonable times and upon

reasonable notice to inspect the Hire Goods including

procuring access to any property where the Hire Goods are

situated;

6.1.6 keep the Hire Goods at all times in its possession and control

and not to remove the Hire Goods from the country where the

Customer is located and/or the country where the Supplier is

located without the prior written consent of the Supplier;

6.1.7 not do or omit to do anything which the Customer has been

notified will or may be deemed to invalidate any policy of

insurance related to the Hire Goods;

6.1.8 not continue to use Hire Goods where they have been

damaged and will notify the Supplier immediately if the Hire

Goods are involved in an accident resulting in damage to the

Hire Goods, other property and/or injury to any person; and

6.1.9 where the Hire Goods require fuel, oil and/or electricity ensure

that the proper type and/or voltage is used and that, where

appropriate, the Hire Goods are properly installed by a

qualified and competent person.

6.2 The Hire Goods must be returned by the Customer to the

Supplier in good working order and condition (fair wear and tear

excepted) and in a clean condition together with all insurance

policies, licences, registration and other documents relating to

the Hire Goods.

7 BREAKDOWN

7.1 Allowance will be made in relation to the Rental to the Customer

for any non-use of the Hire Goods due to breakdown caused by

the development of an inherent fault and/or fair wear and tear on

condition that the Customer informs the Supplier as soon as

practicable of the breakdown.

7.2 The Customer shall be responsible for all expenses, loss

(including loss of Rental) and/or damage suffered by the Supplier

arising from any breakdown of the Hire Goods due to the

Customer’s negligence, misdirection and/or misuse of the Hire

Goods.

7.3 The Supplier will at its own cost carry out all routine maintenance

and repairs to the Hire Goods during the Hire Period and all

repairs which are required due to fair wear and tear and/or an

inherent fault in the Hire Goods. The Customer will be

responsible for the cost of all repairs necessary to Hire Goods

during the Hire Period which arise otherwise than as a result of

fair wear and tear, a manufacturing or design fault and/or the

negligence of the Supplier.

7.4 The Customer must not repair or attempt to repair the Hire

Goods unless authorised to do so in writing by the Supplier.

8 LOSS OR DAMAGE TO THE HIRE GOODS

8.1 If the Hire Goods are returned in damaged, unclean and/or

defective state (except where caused by the Supplier and/or due

to fair wear and tear and/or a manufacturing or design fault in the

Hire Goods) the Customer shall be liable to pay the Supplier for

the cost of any repair and/or cleaning required to return the Hire

Goods to a condition fit for re-hire and to pay the Rental, in

accordance with the provisions of clause 8.3, until such repairs

and/or cleaning have been completed. The Supplier shall be

under a duty to mitigate its loss.

8.2 The Customer will pay to the Supplier the replacement cost of

any Hire Goods which are lost, stolen and/or damaged beyond

economic repair during the Hire Period less the amount paid to

the Supplier under any policy of insurance taken out in

accordance with these conditions.

8.3 The Customer shall pay the Rental for the Hire Goods up to and

including the date it notifies the Supplier that the Hire Goods

have been lost, stolen and/or damaged beyond economic repair.

From that date until the Supplier has replaced such Hire Goods

the Customer shall pay, as a genuine pre-estimate of lost rental

profit, a sum as liquidated damages being equal to two thirds of

the Rental that would have applied for such Hire Goods for that

period. The Supplier shall use its reasonable commercial

endeavours to purchase replacements for such Hire Goods as

quickly as possible using the monies paid under clause 8.2

above.

9 TERMINATION BY NOTICE

9.1 If the Hire Period has a fixed duration, subject to the provisions

of Section 10 neither the Customer nor the Supplier shall be

entitled to terminate the Contract before the expiry of that fixed

period unless agreed with the other party.

9.2 If the Hire Period does not have a fixed duration either of the

Customer or the Supplier is entitled to terminate the Contract

upon giving to the other party not less than [ ] days’ notice.

9.3 If no period of notice has been agreed or specified the Customer

may terminate the Hire Period by the physical return of the Hire

Goods to the Supplier.

9.4 The Supplier shall be entitled to terminate the hire of the Hire

Goods by giving not less than 14 days’ notice to the Customer.

10 DEFAULT

10.1 If the Supplier:-

10.1.1 breaches the terms of the Contract (and where the breach is

capable of remedy, has not remedied the breach within 14

days of receiving notice requiring the breach to be remedied);

and/or

10.1.2 persistently breaches the terms of the Contract;

then the Customer shall have the right to immediately terminate

the Contract upon written notice to the Supplier.

10.2 If the Customer:-

10.2.1 fails to make any payment to the Supplier when due without

just cause;

10.2.2 breaches the terms of the Contract (and where the breach is

capable of remedy, has not remedied the breach within 14

days of receiving notice requiring the breach to be remedied);

10.2.3 persistently breaches the terms of the Contract;

10.2.4 provides incomplete, materially inaccurate or misleading facts

and/or information in connection with the Contract;

10.2.5 pledges, charges or creates any form of security over any Hire

Goods, has a Bankruptcy Petition/Petition for Sequestration

presented against it or the Customer takes or suffers any

similar action in any jurisdiction;

10.2.6 appears reasonably to the Supplier due to the Customer’s

credit rating to be financially inadequate to meet its obligations

under the Contract; and/or

10.2.7 appears reasonably to the Supplier to be about to suffer any of

the above events;

then the Supplier shall have the right, without prejudice to any

other remedies to exercise any or all of the rights set out in 10.3

below.

10.3 If any of the events set out in clause 10.2 above occurs in

relation to the Customer then:-

10.3.1 the Customer will allow the Supplier to enter the premises of

the Customer (or premises of third parties with their consent)

where Hire Goods and/or Products owned by the Supplier may

be and repossess any Hire Goods and/or Products;

10.3.2 the Supplier may withhold the performance of any Services

and cease any services in progress under this Contract; and/or

10.3.3 the Supplier may immediately cancel, terminate and/or

suspend without Liability to the Customer the Contract and/or

any other contract with the Customer.

10.4 Any repossession of the Hire Goods and/or Products shall not

affect the Supplier’s right to recover from the Customer any

monies due under the Contract and/or any damages in respect

of any breach which occurred prior to repossession of the Hire

Goods and/or Products.

10.5 Upon termination of the Contract the Customer shall

immediately:

10.5.1 return the Hire Goods to the Supplier or make the Hire Goods

available for collection by the Supplier as requested by the

Supplier; and

10.5.2 pay to the Supplier all arrears for Rentals, Charges for any

Services, monies for any Products and/or any other sums

payable under the Contract.

11 LIMITATIONS OF LIABILITY

11.1 Defective Hire Goods must be returned to the Supplier for

inspection if requested by the Supplier before the Supplier will

have any Liability for the defective Hire Goods.

11.2 The Supplier shall have no Liability for additional damage, loss,

liability, claims, costs or expenses caused or contributed to by

the Customer’s continued use of defective Hire Goods and/or

Services after a defect has become apparent or suspected or

should reasonably have become apparent to the Customer.

11.3 The Customer shall give the Supplier a reasonable opportunity to

remedy any matter for which the Supplier is liable before the

Customer incurs any costs and/or expenses in remedying the

matter itself. If the Customer does not do so the Supplier shall

have no Liability to the Customer.

11.4 The Supplier shall have no Liability to the Customer for any

indirect losses and loss of profits, loss of opportunity and/or loss

of use.

11.5 Nothing in this Contract shall exclude or limit the Liability of the

Supplier for death or personal injury due to the Supplier’s breach

of duty of care nor exclude or limit any other type of Liability

which it is not permitted to exclude or limit as a matter of law.

12 GENERAL

12.1 Upon termination of the Contract the provisions of clauses 3.2,

3.4, 8.1, 8.2, 8.3 and Section 6 shall continue in full force and

effect.

12.2 Each hire of an item of Hire Goods shall form a distinct Contract

which shall be separate to any other Contract relating to other

Hire Goods.

12.3 No waiver by the Supplier of any breach of this Contract shall be

considered as a waiver of any subsequent breach of the same

provision or any other provision. If any provision is held by any

competent authority to be unenforceable in whole or in part the

validity of the other provisions of this Contract and the remainder

of the affected provision shall be unaffected and shall remain in

full force and effect.

12.4 The Supplier will do all that it reasonably can to meet the date

given for delivery of the Hire Goods and/or performance of the

Contract. The Supplier is not responsible for any inconvenience

or non compliance arising as a result of unforeseen

circumstances beyond the reasonable control of the Supplier

such as adverse weather conditions, unpredictable delays

caused by traffic congestion, road works, diversions or

mechanical breakdowns which are unexpected and could not

have been reasonably prevented.

12.5 All third party rights are excluded and no third parties shall have

any rights to enforce the Contract. This shall not apply to any

finance company with whom the Supplier has an outstanding

finance agreement relating to the Hire Goods. Such finance

company shall, subject to the Supplier’s consent, have the right

to enforce this Contract as if they were the Supplier.

12.6 This Contract is governed by and interpreted in accordance with

the law of the country where the Supplier is located and that

country will have exclusive jurisdiction in relation to this Contract.