1. APPLICATION OF THESE TERMS
1.1 Unless otherwise agreed in writing these terms and conditions apply exclusively to each transaction for the hire or sale of Equipment (including hire with an option to purchase), removal or relocation of Equipment and/or any work or services carried out by Willbox in respect of Equipment.
1.2 These Conditions apply to:
1.2.1 All Equipment sales; and
1.2.2 Equipment hire to companies and other persons hiring Equipment for the purposes of their business.
1.3 If You are hiring Equipment from Willbox, by agreeing to these Conditions, You warrant you are either a company or that You are entering int the Contract wholly or predominantly for the purposes of a business carried on, or intended to be carried on, by You.
1.4 We have separate hire terms for consumers. If you are a consumer and wish to hire Equipment, please advise us accordingly.
2. DEFINITIONS AND INTERPRETATION
In these terms and conditions:
2.1 “Conditions” means these terms and conditions.
2.2 “consumer” means an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession.
2.3 “Contract” means the Order Form and these Conditions.
2.4 “Equipment” means shipping containers and any ancillary equipment that we sell or hire to You, transport for You or modify for You under a Contract.
2.5 “Hire Period” means, in respect of Equipment that is hired from Willbox, the period for which Equipment is on hire, as specified in clause 3.2.
2.6 “Hire Price” means the amount payable for the hire of Equipment under a Contract, as specified in the Order Form, and as updated from time to time under clause 3.4.
2.7 “Minimum Hire Amount” means an amount equal to one month’s hire (calculated at the applicable monthly hire rate for the Equipment in question.
2.8 “Order Form” means (a) any quotation issued by Willbox and accepted by You; (b) any order placed by You that is accepted by Willbox; or (c) any order confirmation or similar document issued by Willbox, accepted You – in each case for the hire, sale or modification of Equipment.
2.9 “Sale Price” means the amount payable for the purchase of Equipment under a Contract (including under a contract for the hire of Equipment with an option to purchase), as specified in the Order Form.
2.10 “Willbox” means Willbox Limited, a company registered in England and Wales with company number 04075696 and having its registered office at Manor House Avenue, Millbrook, Southampton, Hampshire, SO15 0LF.
2.11 “Works Price” means the amount payable for the modification of Equipment under a Contract, as specified in the Order Form.
2.12 “You” means the person hiring, purchasing or requesting modification of Equipment under an Order Form.
2.13 All words in the singular shall where the context so admits be deemed to have also the plural meaning and vice versa.
2.14 Where there are two or more persons hiring, purchasing or procuring the modification of Equipment under the Contract with Willbox their liabilities hereunder shall be joint and several.
2.15 In the event of any conflict between the Conditions and the Order Form, the Conditions shall prevail, unless the conflicting provision in the Order Form expressly states that it is intended to override these Conditions and is signed by a director of Willbox.
3. HIRE OF EQUIPMENT
3.1 This clause 3 applies to You if You hire Equipment from Willbox.
3.2 The Hire Period shall commence from the time the Equipment leaves Willbox’s depot or place where last employed and continue until the Equipment is received back at Willbox’s named depot or other agreed location or until You have paid for its purchase under a hire purchase option.
3.3 You shall pay the Hire Price monthly in advance, or at such other frequency as may be specified on the Order Form, throughout the Hire Period. You shall also pay for any delivery and collection charges. Unless otherwise stated on the Order Form, the Hire Price does not include the cost of delivery and collection, VAT, import or export duties or any other duties or taxes each of which shall be payable in addition to the Hire Price, as applicable, at the prevailing rate. If not stated on the Order Form, delivery and collection fees are available on request.
3.4 Unless otherwise agreed in writing Willbox may from time to time during the Hire Period under each Contract increase the Hire Price by giving written notice to You (“the Price Notice”) and You shall be bound to pay such increased Hire Price from the date specified in the Price Notice unless You exercise Your right to terminate the Contract by giving written notice to Willbox within fourteen days of receipt of the Price Notice.
3.5 Unless otherwise stated on the Order Form, Invoices in respect of the Hire Price shall be issued at the following times:
3.5.1 The first invoice shall be issued at the start of the Hire Period for the Minimum Hire Amount together with any applicable delivery and collection fee;
3.5.2 If the Hire Period is ongoing, the second invoice shall be issued one month later in respect of the balance of the calendar month in which it is issued (or the balance of the Hire Period, if shorter);
3.5.3 If the Hire Period is ongoing, the third and subsequent invoices shall be issued in monthly in advance at the start of each calendar month in respect of that calendar month (or the balance of the Hire Period of shorter).
3.6 If You wish to purchase Equipment You have on hire, You may enquire with Willbox for a quotation. Willbox does not guarantee that it will be able to offer the Equipment for sale.
3.7 We do not supply padlocks with hired Equipment. Padlocks may be purchased separately from Willbox.
4. Sale of Equipment
4.1 This clause 4 applies to You if You purchase Equipment from Willbox (including at the end of a hire contract with an option to purchase).
4.2 In respect of new Equipment, Willbox warrants that for a period of two years from the date of delivery, the Equipment:
4.2.1 Complies with its description on the Order Form; and
4.2.2 Will be free from material defects.
4.3 In respect of second-hand Equipment, Willbox warrants that the Equipment will comply with its description on the Order Form for a period of six months from the date of delivery. If no description is given, second hand Equipment is sold as seen.
4.4 Equipment is not sold with padlocks, which may be purchased separately.
4.5 Unless You are a consumer, Willbox gives no other warranties (and excludes any warranty, term or condition that would otherwise be implied by law) as to the quality of the Equipment or its fitness for any purpose.
4.6 You shall pay the Sale Price for the Equipment as specified on the Order From together with any delivery charges. Unless otherwise stated on the Order Form, the Sale Price does not include the cost of delivery, VAT, import or export duties or any other duties or taxes each of which shall be payable in addition to the Sale Price, as applicable, at the prevailing rate. If not stated on the Order Form, delivery fees are available on request.
4.7 You shall be responsible for any import duties taxes or other resulting levies payable in respect of the sale of the Equipment (including interest and fines thereon), and for taking any registration or other administrative steps required to be taken in connection with your use of the Equipment, including without limitation where you purchase a second-hand item of Equipment that has previously been used as international packaging for the transportation of goods, and you domesticate the Equipment by using it as a permanent installation or some other purpose not related to international transport. You shall reimburse Willbox if it is required to pay any such amounts or take any such steps.
4.8 Unless otherwise stated on the Order Form Willbox shall issue invoices in respect of the Sale Price upon delivery. If You hire Equipment with an option to purchase it at the end of the Hire Period, invoices for the applicable Sale Price shall be issued on the effective date of the option.
4.9 Unless otherwise stated on the Order Form, all Equipment shall be sold ex Works at Willbox’s premises.
RIGHT TO CANCEL SALE CONTRACTS IF YOU ARE A CONSUMER
4.10 If you are a consumer an the Contract is entered into online, by email or phone or by some other distance means, then You are entitled, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, to cancel the Contract with Willbox within 14 days of the date upon which the Contract is entered into, without giving any reason (“Cancellation Period”).
4.11 If this cancellation right applies to you and you wish to cancel within the Cancellation Period, you can notify Willbox accordingly by post, telephone or email or by completing and sending Willbox the model cancellation form as set out on Willbox’s website [insert link].
4.12 If You cancel the Contract within the Cancellation Period, You will still have to pay applicable delivery and collection charges (plus VAT).
5. MODIFICATION OF EQUIPMENT
5.1 This clause applies to You if You request us to modify Equipment.
5.2 Willbox will carry out modification work:
5.2.1 in accordance with the specifications on the Order Form, and
5.2.2 with reasonable skill and care.
5.3 Subject to clause 5.4, Willbox warrants that the modification works will be free from defects for a period of 12 months from the date they are completed. Unless You are a consumer, Willbox gives no other warranty (and excludes any warranty, term or condition that would otherwise be implied by law) as to the quality of the modification works or the fitness of the modified Equipment for any purpose.
5.4 If You wish for us to make any alterations or additions to Equipment not supplied by Willbox then Willbox makes no warranties or representations as to the quality of the Equipment so supplied.
5.5 Willbox reserves the right to change any specification or instructions that are necessary to ensure they conform to any applicable safety or statutory requirements.
5.6 If You wish for us to make any alterations or additions to Equipment You must ensure that Your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation. You will indemnify and hold us harmless against any loss, liability or cost we suffer as a result of specifications, drawings or instructions provided by You infringing the intellectual property rights of a third party.
5.7 You shall pay the Works Price for the Equipment as specified on the Order Form, together with any collection and/or delivery charges. Unless otherwise stated on the Order Form, the Works Price does not include the cost of collection, delivery, VAT, import or export duties or any other duties or taxes each of which shall be payable in addition to the Works Price, as applicable, at the prevailing rate. If not stated on the Order Form, delivery and collection fees are available on request.
5.8 Unless otherwise stated on the Order Form Willbox may issue an invoice in respect of the Works Price upon completion of the Works, unless the modification works continue for a period of more than one month in which case Willbox shall be entitled to issue invoices for a reasonable proportion of the Works Price monthly in arrears based on volume of modification works carried out in the preceding month.
6. RISK AND TITLE
6.1 Risk in the Equipment shall pass on delivery prior to commencement of unloading, unless Willbox has agreed in the Order Form to unload the Equipment in which case it shall pass when unloading from the means of carriage has been completed. If You collect the Equipment Yourself, Risk shall pass on collection, immediately prior to commencement of loading, unless Willbox has agreed in the Order Form to load the equipment in which case it shall pass when the Equipment has been placed on the means of carriage.
6.2 If You purchase Equipment from Willbox, title shall pass to You in accordance with this clause 6.
6.3 If You hire Equipment from Willbox, title to the Equipment shall not pass at any time to You, unless You exercise an option to purchase the Equipment at the end of the Hire Period in which case title shall pass to You in accordance with this clause 6.
6.4 Ownership of the Equipment shall not pass to You until Willbox has received in full (in cash or cleared funds) all sums due to it in respect of:-
6.4.1 the Sale Price of the Equipment; and
6.4.2 all other sums which are or which become due to Willbox from You on any account.
6.5 Until ownership of the Equipment has passed to You, You must:-
6.5.1 hold the Equipment on a fiduciary basis as Willbox’s bailee;
6.5.2 store the Equipment (at no cost to Willbox) separately from all other Equipment of You or any third party in such a way that they remain readily identifiable as Willbox’s property;
6.5.3 maintain the Equipment in satisfactory condition insured on Willbox’s behalf for their full price against all risks to the reasonable satisfaction of Willbox. On request You shall produce the policy of insurance to Willbox; and
6.5.4 hold the proceeds of the insurance referred to in clause 6.5.3 on trust for Willbox and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.6 Your right to possession of the Equipment shall terminate immediately if:-
6.6.1 Any of the events referred to in clause 14.2 occurs in relation to You;
6.6.2 You cease to trade; or
6.6.3 You purport to encumber or in any way charge any of the Equipment or commit a material breach of the Contract or any other contract between Willbox and You.
6.7 Willbox shall be entitled to recover payment for the Equipment notwithstanding that Your right to possess the Equipment has ceased or that ownership of any of the Equipment has not passed from Willbox.
6.8 You grant Willbox, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or, where Your right to possession has terminated, to recover them.
7.1 Unless otherwise stated on the Order Form, all invoices shall be payable within 14 days of the date of the invoice unless you pay by direct debit in which case payments will be collected 28 days from the date of the invoice. Willbox reserves the right to insist that payments are made by direct debit, at its discretion, at any time. You shall make no deduction of any type from any payments.
7.2 Willbox reserves the right to require payment in advance of delivery.
7.3 Willbox reserves the right to invoice You for Equipment delivered in instalments after each instalment has been delivered, and the provisions of these Conditions shall apply in full to such invoices as if such instalment was a separate contract.
7.4 If any amount invoiced under the Contract is disputed in good faith, You shall pay any undisputed amount when due, and the balance when the dispute has been resolved.
7.5 Time for payment shall be of the essence and failure by You to pay in accordance with the provisions of this clause shall entitle Willbox, without prejudice to its rights to damages, to suspend any outstanding deliveries or to cancel the Contract.
7.6 In addition to Willbox’s rights under clause 4.4, You shall be liable to pay interest (compounded monthly) on any amounts outstanding (both before and after judgment) at the rate of 4 per cent per annum above the base rate of National Westminster Bank plc for the time being in force, accruing on a daily basis until payment is made.
7.7 All payments payable to Willbox under the Contract shall become due immediately upon termination of the Contract despite any other provision.
8.1 Although Willbox will make all reasonable efforts to deliver Equipment and to complete modification works in accordance with prearranged dates, such dates are estimates only and time shall not be of the essence.
8.2 If You accept delivery of the Equipment after the estimated delivery time, it will be on the basis that You have no claim against Willbox for delay (including indirect or consequential loss).
8.3 If for any reason You fail to provide us with a delivery date on which you agree to accept delivery of any Equipment within a reasonable time of it being ready for delivery, or Willbox are unable to deliver the Equipment because You have not provided adequate instructions, or if You do not collect the Equipment by the date we give for collection, Willbox may;
8.3.1 treat the Equipment as having been delivered on that day (for the purposes of risk, inspection and payment); and
8.3.2 charge You for the storage or redelivery of the Equipment
8.4 If you cancel an agreed delivery date, you must give us as much prior written notice as possible. If you cancel a delivery slot less than 24 hours prior to the date scheduled for delivery, you will be required to pay a cancellation fee equal to the original delivery charge. If you cancel a delivery slot more than 24 hours but less than 48 hours prior to the date scheduled for delivery, you will be required to be a cancellation fee equal to fifty per cent of the original delivery charge.
8.5 If we have to abort a delivery because you are not ready to receive delivery on a pre-agreed delivery date and you have not told us, or because you have not provided adequate instructions or the site is not suitable for the Equipment or for any other reason for which you are responsible, then (in addition to any amounts you are required to pay under clause 8.3) you will be required to pay an aborted delivery fee equal to the original delivery charge plus an additional 50% of that amount, to compensate Willbox for the disruption to its logistics and storage schedules.
8.6 You warrant that the condition of the site or place of delivery of the Equipment is suitable for the use the Equipment. Any questionnaire issued by Willbox relating to the suitability of the site, and any timber or other material supplied by Willbox is provided soley to assist You to comply with Your duties in this clause and expressly not to relieve You of Your legal, regulatory or contractual obligations to ensure adequate stability of the Equipment.
8.7 You are responsible for the protection of, and liable for any damage to, any underground, surface or above ground services and utitlities including, but not limited to cables, ducts, water pipes and gas lines, and any pavements, bridges, tunnels and roadways on or adjacent to the site and you shall liaise as necessary and comply with all requirement of the relevant statutory authority or similar body.
8.8 Willbox may decline to deliver if;
8.8.1 Willbox believes that the ground at the delivery site is too soft or it would be unsafe, unlawful or unreasonably difficult to do so; or
8.8.2 the premises or the access to them are unsuitable for Willbox’s vehicle.
8.9 If You are collecting Equipment from Willbox You are responsible for the size, weight and positioning of any load on Your vehicle and must ensure that Your vehicle is sufficiently equipped to enable safe loading.
8.10 Unless otherwise stated in the Order Form, You must provide appropriate equipment and manual labour for unloading the Equipment at the delivery point. If our delivery vehicle is kept waiting for an unreasonable amount of time or, if we provide additional staff to unload Equipment an additional charge will be made. Waiting time in excess of 1 hour will be charged at Willbox’s standard demurrage rates of £65 per hour.
8.11 You must notify us prior to delivery if the Equipment needs to be stacked on top of other Equipment. Stacking of Equipment on delivery will be carried out by a delivery driver plus a second person who will be a Willbox approved signaller slinger for which an additional charge will be applicable. If requested You may provide Your own slinger signaller. If you agree to provide Your own and they are not present on site at the point of delivery the delivery will be aborted and You will be charged the full aborted delivery charge (in accordance with clause 8.5).
8.12 You warrant that You are the owner of the site where the Equipment will be delivered, or that you have the permission of the owner to have the Equipment delivered and sited there.
9. OBLIGATIONS RELATING TO INSPECTION AND REMEDIES FOR DEFECTS
9.1 You must inspect the Equipment upon delivery or collection (as applicable). If any Equipment is damaged or there are issues with any modifications carried out by Willbox You must inform the delivery driver and write to tell us immediately, providing a description of the defects and, if possible, phototrophs. In such circumstances You must not use the Equipment and give us a fair chance to inspect it before using it.
9.2 If You do not inform us of any defects in the Equipment in accordance with clause 9.1, Your acceptance of delivery of the Equipment shall be conclusive evidence that You have examined the Equipment and found it to be complete in good order and condition, fit for any purpose for which it may be required and in every way satisfactory save only in respect of latent defects or those items (if any) which are agreed between the parties not to be in such satisfactory condition as listed on the Order Form.
9.3 If You notify us in accordance with clause 9.1 and the Equipment is found to be in breach of our warranty (following our investigations), we will (at our option):
9.3.1 repair or replace the Equipment / re-perform the modification works; or
9.3.2 where the Equipment does not comply with its description, for example, are of a lower grade, account to You for the difference in price between the Equipment ordered and Equipment delivered; or
9.3.3 refund the price.
9.4 Subject to clause 10.5, the remedies in clause 9.3 shall be Your sole remedy for any defect in, and any breach of warranty in relation to, the quality of the Equipment and Willbox shall not be liable for any other loss or damage (including direct or consequential loss, financial loss, loss of profits or loss of use) in respect thereof, even if it is negligent.
10. LIMITATION OF LIABILITY
10.1 Willbox shall not be liable, whether in contract, negligence or otherwise, for:
10.1.1 any damage to property caused by Willbox loading or unloading the Equipment at the delivery location where such loading or unloading was not previously agreed to be provided on the Order Form; or
10.1.2 any damage to moveable items or equipment at the delivery site that You ask Willbox to relocate using its delivery equipment (either in order to create space for the unloading of the Equipment or for any other reason), unless Willbox agreed to carry out such relocation on the Order Form; or
10.1.3 any damage to machinery, equipment or other items of moveable property belonging to and which You request Willbox to deliver to You (free of charge) on the same means of transport as a delivery of Equipment is made, unless the delivery of such additional items was previously agreed to on the Order Form or is the subject of a separate Contract; or
10.1.4 any damage caused to items stored by You inside Equipment caused by Willbox delivering or relocating the Equipment at Your request, unless Willbox has also agreed on the Order Form to secure such items prior to delivering or relocating the Equipment.
10.2 If Willbox agrees in the Order Form to load or unload the Equipment, Willbox’s liability for property damage caused in the course of loading or unloading shall be limited to the amounts set out in clause 10.3 (which limit shall apply in addition to the remedies in clause 9.3) unless You have agreed a higher limit with Willbox specified in the Order Form. You are advised to ensure You have adequate insurance in respect of any property that may be damaged during the loading or unloading of Equipment at the delivery site the value of which may exceed the amount specified in this clause 10.
10.3 Except as provided in clause 10.5, the liability of Willbox liability arising under or in connection with the Contract shall be limited to an amount equal to:
10.3.1 in the case of hired Equipment, the amount received from You under the Contract in the 12-month period prior to the liability arising;
10.3.2 in the case of sales, the price paid or payable for the Equipment;
10.3.3 in the case of modification works, the price paid or payable for such works.
10.4 Except as provided in clause 10.5 and save as otherwise provided in respect of any damage waiver provision in relation to property damage in the Order Form, Willbox is not liable for any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for;
10.4.1 any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings, expenses, costs or similar loss; and/ or
10.4.2 any indirect, special or consequential loss or damage (for loss of profit or otherwise);
in each case whether caused by negligence, breach of contract, tort, breach of statutory duty of Willbox, its employees or agents or otherwise arising out of or in connection with the Contract.
10.5 Nothing in these Conditions will exclude or restrict the liability of Willbox for:
10.5.1 breach of the statutory warranty as to quiet possession in respect of any Equipment supplied during the Hire Period;
10.5.2 breach of section 12 of the Sale of Goods Act 1979 in respect of any Equipment sold by Willbox;
10.5.3 death or personal injury caused by the negligence of Willbox;
10.5.4 Willbox’s fraud or fraudulent misrepresentation; or
10.5.5 any other matter for which liability may not be excluded or limited by law.
10.6 If You are a consumer nothing in these Conditions shall affect Your statutory rights.
11. INDEMNITY IF YOU HIRE EQUIPMENT
11.1 If You hire Equipment then, save to the extent that clause 11.5 applies, You shall be solely responsible for and shall indemnify Willbox in respect of all loss and damage however caused to the Equipment during the Hire Period whether or not such loss or damage caused to the Equipment resulted from the negligence of or the breach of these Conditions by You or Your agents or representatives.
11.2 If You hire Equipment from Willbox, You shall also indemnify Willbox on demand for all losses, liabilities, damages, costs, charges and expenses suffered by Willbox:
11.2.1 to the extent that any manufacturer warranties in respect of the Equipment are unenforceable by Willbox as a result of Your acts or omissions;
11.2.2 in respect of any third party claims for property damage or personal injury (including death) or other claims occurring as a result of Your negligence or as a result of any act or omission by You;
11.2.3 in preparing or attempting to exercise any of Willbox’s rights under these Conditions and in ascertaining the whereabouts of the Equipment and/or You.
11.3 You shall reimburse Willbox all costs and expenses including any legal actions against You, incurred in repossessing or recovering the hired Equipment and restoring it to Willbox premises.
11.4 Save to the extent that clause 11.5 applies, in the event of the hired Equipment being damaged beyond repair, lost, stolen, seized or confiscated, You will notify Willbox immediately and shall continue to pay the Hire Price until:
11.4.1 the equipment is returned to Willbox’s premises in a useable condition;
11.4.2 Willbox recover all monies in respect of loss or damage to include the Hire Price until full settlement is received. The settlement value shall be based on the full replacement value of the Equipment as specified or as may be specified from time to time by Willbox to You.
11.5 You shall not be liable to Willbox under clauses 11.1 or 11.4 to the extent that you have agreed, in the Order Form, to pay an additional amount to Willbox for a damage waiver or for any other insurance cover procured by Willbox, and the liability in question is covered by such damage waiver or insurance cover procured by Willbox.
12. RESTRICTIONS ON USE OF HIRED EQUIPMENT
12.1 If You hire the Equipment You shall not during the Hire Period:
12.1.1 without the written authority of Willbox permit the Equipment to be moved from its original delivery location;
12.1.2 sell, assign mortgage, pledge underlet, let on hire or dispose of or part with possession of the Equipment or any part thereof or assign or charge the benefit of any Contract or attempt to do any of these things or submit to the creation of a lien over the Equipment or permit such circumstances to arise as a result in the seizing of the Equipment or its being taken out of Your control or possession under any distress execution or other legal process. In such event(s) You shall indemnify Willbox against all those losses, actions, costs, charges, damages and expenses incurred by reason or in respect thereof;
12.1.3 make any modification to the manufacturer’s design and specification of the Equipment without the previous written authority of Willbox;
12.1.4 use or permit the Equipment to be used in contravention of any applicable law; or
12.1.5 remove, deface or cover up Willbox’s name plate or mark on the Equipment indicating that it is Willbox’s property , without the prior written permission of Willbox.
12.2 You shall during the Hire Period:
12.2.1 store the Equipment in an accessible place and be fully responsible for maintaining the Equipment in good condition and for any loss of the Equipment or damage howsoever occasioned (fair wear and tear excepted) and shall give immediate notice to Willbox in writing of any such loss or damage to the Equipment;
12.2.2 take all necessary steps to ensure that the Equipment does not become contaminated or rendered unusable for any reason including, but not limited to, by toxic, radioactive or any other dangerous substance, pest or chemical. If any Equipment becomes contaminated or is rendered unusable, You shall notify Willbox immediately;
12.2.3 permit Willbox or its authorised representatives at all reasonable times to inspect and test the condition of the Equipment or carry out any repairs or adjustments thereto (provided that this shall not be taken to oblige Willbox to undertake any repairs or adjustments for which it is not otherwise responsible);
12.2.4 punctually pay or cause to be paid all taxes, licence duties, fees and registration charges and all other charges due to third parties payable in respect of the Equipment and if any such liability shall be discharged by Willbox You shall repay the same to Willbox on demand.
12.3 Where the Equipment hired contains electrical equipment, Willbox shall ensure that the condition of such electrical equipment has been inspected prior to the commencement of the Hire Period and it may be the subject of an electrical condition report. If the validity of any such electrical condition report expires during the Hire Period, Willbox will not be under any obligation to renew it or arrange for a further electrical condition inspection to be undertaken. Any requirement to have an electrical condition report prepared during the Hire Period shall be Your responsibility.
12.4 If relevant documents are not returned to Willbox with the Equipment the Equipment will be deemed to remain on hire until they are returned or replacements obtained.
13. INSURANCE OF HIRED EQUIPMENT
13.1 If You hire Equipment from us You shall:
13.1.1 keep the Equipment insured to its full replacement value throughout the Hire Period with a reputable British Insurer such insurance cover being in respect of all risks of loss or damage howsoever caused (including marine cover on all ferry services and all liabilities to third parties). You shall be liable for any excess or other charges payable under such insurance cover. You may satisfy your obligations under this Condition 13.1.1 by electing on the Order Form to pay for a damage waiver from Willbox, where this service is offered by Willbox.
13.1.2 notify the Insurers of Willbox’s interest in the Equipment and ensure that the Insurers endorse a note of such interest in the policy of insurance and shall irrevocably appoint Willbox as Your agent for the purpose of receiving monies in the event of claims for loss or damage, and shall as a precondition of the hiring of the Equipment and thereafter on demand show to Willbox the policy of insurance, the premium receipts and Insurance Certificate. This clause 13.1.2 shall not apply to the extent that you have effected insurance cover by paying for a damage waiver from Willbox ;
13.1.3 not use or allow the Equipment to be used for any purpose not permitted nor covered by the terms and conditions of the policy of insurance or do or allow to be done any act or thing whereby the insurance may be invalidated; duly pay all premiums in respect of the insurance policy and reimburse Willbox in respect of any premiums paid by Willbox or their agents in the event that You default in regard to payment of any such premiums.
14. TERMINATION OF HIRE CONTRACTS
14.1 Subject to clause 14.5 You may terminate the hire of the Equipment under the Contract by giving to Willbox not less than 7 days’ prior written notice (which must be emailed to firstname.lastname@example.org) and Willbox may terminate the Contract on giving You not less than 4 weeks’ prior written notice unless, in each case:
14.1.1 the Order Form provides for a fixed term, in which case the Contract shall continue for the fixed term and terminate automatically at the end of such fixed term; or
14.1.2 the Order Form provides for a minimum initial term, in which case the above periods of notice shall apply once the minimum initial term has expired; or
14.1.3 the Order Form provides for different periods of notice for termination, in which case the periods of notice on the Order Form shall apply.
14.2 Willbox may terminate the Contract with immediate effect by giving written notice to You if You shall fail to pay on the due date any instalment or sum due by way of hire or, fail to observe or perform any of the other terms and conditions or, if You shall abandon the Equipment or if any distress execution or other legal process shall be levied or threatened on the Equipment or any part thereof or if You shall permit any judgement against You to remain unsatisfied for seven days or do or allow to be done anything or act which may jeopardise Willbox’s rights in the Equipment or any part thereof, or being an individual, You shall die or have a receiving order made against You or commit any act of bankruptcy or compound with or negotiate for any composition with Your creditors or, being a company, You shall have an administrator appointed or call any meeting of Your creditors or enter into any liquidation or have a receiver of all or any of Your assets appointed, whereupon You shall no longer be in possession of the Equipment with Willbox’s consent.
14.3 In the event that Willbox does terminate this Agreement as provided in clause 14.2 above all sums due under clause 3.3 shall become immediately due and payable, together with any interest due thereon payable under clause 7.6 above.
14.4 In the event that Willbox does not terminate the Contract for hire of Equipment as provided by clause 14.2 above in circumstances which would allow it to do so all sums thereafter payable under clause 3.3 above shall continue to be payable pursuant to the Contract save that no relaxation forbearance delay or indulgence by Willbox in enforcing any of the terms of the Contract nor the granting of time to You to rectify a breach of clause 14.1 shall prejudice affect or restrict the rights and powers of Willbox hereunder nor shall any waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof.
14.5 Notwithstanding any earlier termination under clause 14.1, the total charges for the Hire Period shall not be less than the Minimum Hire Amount, plus applicable delivery and collection charges and VAT. If you have agreed to any other minimum fixed term and You wish to terminate early, you must contact Willbox who will consider Your request. If Willbox accepts Your request, it reserves the right to charge the full Hire Price for the un-used period of Hire.
14.6 If, following termination of the Contract, You have a credit balance with Willbox in connection with the Contract, and we write to notify you, specifying the amount and requesting details of a bank account to which we can reimburse such monies to You, and if You fail to reply to such notice to claim reimbursement of such credit balance within 12 months of the date of our notice, then Willbox reserves the right to pay such amount to a charity of its choice and you right to reclaim such credit balance will be forfeit.
15. RETURN OF EQUIPMENT
15.1 On the termination of any Contract for any reason (save as result of the exercise by You of an option to purchase the hired Equipment), or where Willbox exercises its rights under clause 6.8, You shall forthwith return or make available for collection at Your expense and risk the Equipment and all documents appertaining thereto to Willbox at such address as Willbox may direct. Willbox shall only be required to arrange collection if You have paid a collection charge in accordance with clause 3.3. If You have paid a collection charge but you have moved the Equipment from its original delivery location, You may be required to pay a collection surcharge.
15.2 If You are responsible for returning the Equipment, Willbox will accept the return of Equipment from You
15.2.1 only by prior arrangement (confirmed in writing); and
15.2.2 on payment of an agreed handling charge (unless the Equipment was defective when delivered).
15.3 Upon termination of this Agreement, Willbox shall endeavour to collect the Equipment as soon as possible following termination. If Willbox is unable to collect the Equipment on the day of termination, the Equipment will be no Hire Price shall be payable in respect of the period after termination. If You fail to return the Equipment or make it available for collection after the termination of the Contract and after Willbox has indicated that it is ready to collect it, the Equipment shall be deemed to remain on hire at the current Hire Price until it is delivered to Willbox by You or Willbox have collected it from You and returned it to its depot. In addition You shall become liable to pay any additional carriage costs resulting from the delay in collecting the Equipment from You (if any).
15.4 If Willbox is required to collect the Equipment from You (or if Willbox exercises its rights under clause 6.8 to collect it from You) You must ensure that it is easily accessible to Willbox and that any items owned by You are removed. If our collecting vehicle is kept waiting for an unreasonable amount of time or, if we provide additional staff to load Equipment an additional charge will be made. Waiting time in excess of 1 hour will be charged at Willbox’s standard demurrage rates of £65 per hour.
15.5 Willbox shall not be liable to You for any steps it is required to take to ensure accessibility to the Equipment at the time of collection from You. If You do not remove items from the Equipment by the time Willbox comes to collect the Equipment, Willbox may (at its option):
15.5.1 remove such items from the Equipment and leave them at the collection site. You warrant that Willlbox will be authorised to do so. Willbox are not liable for any damage/loss arising from the removal of items not belonging to Willbox from its Equipment and You shall indemnify Willbox against any liabilities, fines, expenses or claims by third parties arising from of such removal;
15.5.2 sell such items at Your cost and deduct the costs of disposal and any other overdue amounts under the Contract from any proceeds of sale (accounting to You for the balance, if any). This shall not prevent Willbox from claiming any further amounts due that are not met by deduction from the proceeds of sale;
15.5.3 refuse to collect the Equipment in which case clause 15.3 shall apply until You make the Equipment available for collection free of any contents not belonging to Willbox.
15.6 The Equipment shall be in the same state of cleanliness and same good working condition (fair wear and tear excepted) at its return as it was at the Commencement Date. If on termination the Equipment is found to be damaged or has not been cleaned or maintained in accordance with these Conditions then the Equipment shall be deemed to be retained on hire until such time as Willbox has been able to restore the Equipment to its condition immediately prior to the Hire Period.
15.7 You shall be responsible for and reimburse Willbox with the full costs (on a time and materials basis) of all cleaning and repairs required to render the Equipment in the same good working condition (fair wear and tear excepted) as it was at the Commencement Date save that where such repairs are not completed within a period of 3 months from the date of termination the cost hereunder shall be deemed to be the cost as estimated by a dealer or valuer appointed for the purpose by Willbox.
15.8 Without prejudice to the foregoing or to Willbox’s claim for any arrears of the Hire Price or damages for any breach of the Contract or the rights hereunder Willbox may at any time after termination of the renting under this Agreement without notice retake possession of the Equipment and such documents as aforesaid and for such purpose enter upon any premises belonging to or in the occupation or control of You and You shall be responsible for all costs, charges and expenses incurred by Willbox in retaking possession of the Equipment and such documents as aforesaid.
16.1 Any supplier, dealer or other person not in the actual employ of Willbox by or through whom this transaction may have been introduced negotiated or conducted is not the agent of Willbox and has no authority to act as agent of Willbox who shall under no circumstances whatsoever be held liable for any statement warranty or representation made by such supplier dealer or other person.
17.1 Unless otherwise stated, all quotations issued by Willbox are:
17.1.1 valid for a period of 10 days
17.1.2 subject to VAT at the prevailing rate;
17.1.3 subject to availability
and no sale or hire is guaranteed until a signed order acknowledgment is issued by Willbox.
18.1 Any notice to be given by either Party to the other may be sent by first class post to the address of the other Party appearing on the Order Form or such address as such party may from time to time have communicated to the other for such purpose and if so sent shall be deemed to be served on the day following the date of posting. In proving service, it shall be sufficient to show that the letter containing the notice was properly addressed stamped and posted by first class mail. Each party agrees that it will also send copies of such notices to the email address of the other party. For this purpose:
18.1.1 The email address of Willbox shall be: email@example.com; and
18.1.2 Your email address shall be that provided by You on the Order Form
Or, in each case, such other email address as either party provides to the other for the purpose from time to time.
18.2 If Your obligations under the Contract are guaranteed, Willbox may also sent notices to the address provided by the Guarantor.
19. ENTIRE AGREEMENT
19.1 The Contract contains the entire agreement between the parties pertaining to the hire, sale or modification of the Equipment specified in the Order Form and no agreements, representation, understandings or undertakings not contained in the Contract shall be binding upon either Willbox or You unless reduced to writing and signed by both parties.
20.1 The terms and conditions set out in these Conditions may hereafter be modified varied or supplemented only by an instrument in writing signed by the parties hereto.
21. FORCE MAJEURE
21.1 Willbox is not liable to You for any failure or delay in performance of it obligations under any Contract due to the occurrence of any event beyond the reasonable control of Willbox (including, without limitation, strikes or lockouts of Willbox’s or a third party’s employees, adverse weather conditions, road traffic accidents or delays and delays by third parties), which causes Willbox to be unable to comply with all or a material part of its obligations under the Contract where that event does not arise from the act, omission or negligence of Willbox.
22.1 Willbox shall at its own discretion be at liberty without giving prior notice to You to assign the Contract to any third party. You may not assign the Contract to a third party.
23.1 If any of the clauses in these Conditions is 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 clause to the extent permitted by law.
24. THIRD PARTIES
24.1 Nothing in the Contract is intended to confer a benefit on any person who is not a party to the Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.
25. LAW AND JURISDICTION
25.1 The Contract shall be governed by and construed in accordance with the laws of England. The English Courts shall have exclusive jurisdiction in respect of any dispute arising under or in connection with the Contract.