In these Conditions, the following definitions apply:
‘Charge’ means the charges for:
- the hire of the Equipment;
- the purchase of the Goods
- the provision of the Services;
- any sums pursuant to condition 5.3.2.
‘Company’ means Mark Roberts Motion Control Ltd (Co No. 3545968) (trading as MRMC, MrMoco and Mark Roberts Motion Control) and its successors and assigns of Unit 3, South East Studios, Eastbourne Road, Blindley Heath, Surrey, RH7 6JP, UK.
‘Conditions’ means the terms and conditions set out in this document as amended from time to time in accordance with condition 16.1.
‘Contract’ means the contract between the Company and the Customer for the hire of the Equipment, the purchase of Goods and/or Services in accordance with these Conditions.
‘Customer’ means the person or firm hiring the Equipment or purchasing Goods and/or Services from the Company.
‘Equipment’ means all articles and materials taken on hire from the Company by the Customer in the course of its business.
‘Goods’ means any goods to be supplied to the Customer by the Company (including any part or parts of them) under the Contract.
‘Hire Period’ means the period commencing on the day the Equipment leaves the Company’s premises or such other date as stipulated in the Quotation and terminates at the end of the agreed hire period or when terminated under condition 5.3.2 (iii) or condition 13.
‘Services’ means the services (if any) to be provided by the Company to the Customer (including the installation, delivery, collection and maintenance of the Equipment and the provision of personnel (including Technician(s) and as otherwise set out in writing by the Company).
‘Technician’ means a technician that is supplied (at the request of the Customer or as a condition of the hire by the Company) to work with the Equipment.
‘Quotation’ means the written quotation or email addressed to the Customer setting out the proposed Charges including any amendment in writing from the Company which shall lapse 30 days from the date of such Quotation unless accepted in writing by the Customer before the expiry of such 30 days (and acceptance includes the commencement of the hire of Equipment).
In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) Any reference in these Conditions to a statute or statutory provision (such as the Sale of Goods Act) is a reference to the statute or provision (including any subordinate legislation made under that statute) as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
2 Application of Conditions
2.1 All dealings between the Customer and the Company will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) and including any term implied by law, (so far as is possible), trade, custom, practice or course of dealing.
2.2 All of the terms of this Contract shall apply save that where a term refers to “Sale of Goods” it shall not apply to the hire of Equipment and any term referring only to hire of Equipment shall not apply where Goods are sold.
3 Commencement and Duration of Hire of Equipment
3.1 The Company will accept rental bookings made verbally, including by telephone, or in writing. Every booking however made shall be subject to these Conditions. Unless otherwise agreed by the Company, cancellation of booked or reserved Equipment within 24 hours of the time specified for Delivery will incur a cancellation charge up to a maximum of 50% of the Charge for the Equipment concerned.
3.2 It is the responsibility of the Customer to collect the Equipment from the Supplier. If the Supplier agrees to deliver the Equipment to the Customer it will do so at its standard delivery cost as amended from time to time and such delivery will form part of any Services.
3.3 The Charge for the hire of Equipment commences on the day the Equipment leaves the Company’s premises or such other date as stipulated in the Quotation and terminates at the end of the agreed hire period or when terminated under condition 5.3.2(iii) or 13, providing that the Equipment has been returned to the Company in the same condition it was in at the commencement of the hire (fair wear and tear excepted).
3.4 In the event that the Equipment is lost, damaged or destroyed, the period in respect of which the Charge shall be payable shall continue until such time as the Equipment is recovered and returned to the Company or (if damaged) is repaired and available for re-hire or (if destroyed) is replaced by an equivalent or comparable item available for hire. Any such additional hire charge for lost, damaged or destroyed Equipment shall not exceed an amount equal to thirteen weeks rental of that Equipment.
4 Sale of Goods and provision of Services
4.1 Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions and shall not be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Customer.
4.2 The description of the Goods shall be as set out in the Quotation only.
4.3 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
4.4 Any liability of the Company for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Charge against any invoice raised for such Goods.
4.5 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified by the Company, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.6 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
4.7 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
4.8 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
4.9 Subject to the provisions of this clause and to the conditions set out below and to the extent there set out, the Seller warrants goods manufactured or adapted by it from the date of delivery or completion of installation or fulfillment of part of the installation for the period of twelve (12) months for software, six (6) months for electronic products and twelve (12) months for mechanical workmanship against any defect attributable to faulty materials or workmanship, and should any such defect develop within the said period the Seller will repair or at its option replace the defective goods or the defective part free of charge
(a) the goods have not been subject to abnormal use, nor for use under abnormal conditions, nor beyond their capacity as rated and recommended by the Seller; and
(b) the defect has not been caused or contributed to by reason of the faulty installation of the goods by any person other than a duly authorised representative of the Seller: and
(c) as soon as possible after the defect has become apparent, the Purchaser shall have notified that defect to the Seller, quoting the serial number of the goods, if any, and the date of purchase; and
(d) where the design of the goods of the type in question has been altered since the goods were despatched, the Seller may, at the Seller’s option, supply goods of a new design; and
(e) the Purchaser, at its own expense and risk, shall adequately pack the goods and return them at carrier’s “risk” rates to the Seller and meet all other incidental expenses howsoever incurred. In cases where it would not be practical for the Purchaser to return goods to the Seller, and a visit is required from the Seller’s engineer, the Purchaser shall be liable to cover all the costs of travel and incidental expenses incurred for visits outside of the London area and overseas; and
(f) the decision of the Seller is final as to whether or not a defect is due to faulty workmanship or material and if in the opinion of the Seller the goods are satisfactory in operation or, if defective, then defective only as a result of accident, neglect, alteration, misuse or wear and tear, the Purchaser, if required by the Seller, shall pay a reasonable charge for the examination of the goods by the Seller and the cost of returning the goods to the Purchaser; and
(g) the seller shall not be liable, in any case, under this Term or at all in respect of any goods not of the Seller’s manufacture though the Seller will do all that is reasonable at the Purchaser’s expense to secure the benefit for the Purchaser of any rights which the Seller may have against the supplier of any such goods; and
(h) the Seller shall not be liable for any cost of stripping or reassembling any equipment into which any products may be fitted.
(i) The Seller hereby excludes all liability for any loss and damage (including loss of profit) which may arise from the use of any goods supplied or installed or erected by the Seller or for any consequential loss, damage or loss of profits arising out of any such use and hereby excludes all liability for any loss, damage or loss of profit which may arise by reason of any failure or any defect in any goods sold or manufactured by the Seller, or any services provided by the Seller, or any loss, damage or loss of profit whatsoever (whether or not caused or contributed to by the Seller, its servants or agents) save in so far as liability is expressly undertaken under sub-clause (1) of this Term.
5.1 The Charge is , (as the case may be):
- that set out in the Quotation or, failing that;
- that, set out in a confirmation of order by the Company;
- that referred to in Conditions 5.4 and 5.5; or
- as notified by the Company to the Customer.
5.2 Unless the Customer has an approved credit account with the Company all Charges must be paid prior to delivery or collection. Any Customer wishing to open a credit account with the Company must submit a completed credit account application form for consideration by the Company together with any documents requested by the Company. The Company may give credit entirely at its discretion and may refuse or withdraw credit without specifying any reason.
5.3 If the Company has approved the Customer’s credit account unless otherwise agreed in writing:-
5.3.1 Payment must be made within 30 days of the date of the invoice in full without deduction by way of set off, counterclaim or otherwise. The time for payment shall be of the essence.
5.3.2 If the Customer fails to make payment on the due date then, without prejudice to any other right or remedy the Company will be entitled to:-
- charge the Customer interest on the amount unpaid at a rate of 8% per annum over Barclays base rate from time to time or the rate specified in the Late Payment of Commercial Debt (Interest) Act 1988, as amended, whichever is the higher
- claim reasonable compensation for debt recovery costs as specified in the Late Payment of Commercial Debt Regulations 2002 (or any amendment thereof) on each invoice
- cancel the Contract for hire of Equipment or any contract or hire of any Equipment with the Customer
- withdraw any credit facilities even if previously granted such that all sums invoiced to the Company are immediately payable
5.3.3 Payment to the Company shall not, in any circumstances, be dependant upon payment to the Customer from any third party.
5.4 Overtime and out of hours rates for Technicians on feature films is based on prior agreement between the Company and the Customer. Where no such prior agreement has been made the Company will charge the Advertising Producers Association (APA) recommended terms. The Company will charge for any Technicians working on commercials or any other productions at the rates set out by the Advertising Producers Association (APA) ” Recommended Terms For Engaging Crew On The Production Of Commercials”
5.5 Company Technicians servicing sold Equipment or responding to phone calls, emails, text messages and/or facsimiles will by charged by the Company to the Customer at the Company’s standard servicing rates, as set by the Company’s servicing department from time to time.
5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods or hire of the Equipment at the same time as payment is due for the supply of the Services or Goods or hire of the Equipment.
6 Delivery & Risk
6.1 Any dates quoted for the delivery of the Equipment or the Goods are approximate only and the Company shall not be liable for any delay in delivery or provision howsoever caused.
6.2 The Customer will inspect the Equipment and/or the Goods upon delivery and shall notify the Company immediately in writing of any shortfall, missing items or defects capable of being ascertained on inspection, within 24 hours of delivery. If the Customer does not notify the Company accordingly, it shall be conclusively presumed that the Goods and the Equipment are complete and, so far as it is able to be ascertained on inspection, in good working order.
6.3 All Equipment and Goods shall, immediately upon leaving the Company’s (or as the case may be a third parties) premises and thereafter, be the responsibility of and at the risk of the Customer though for the avoidance of doubt property in the Equipment shall remain at all times with the Company notwithstanding that the Customer shall be liable for any theft, loss, damage or destruction howsoever caused to the Equipment.
6.4 From the time the Equipment leaves the Company’s (or as the case may be a third parties) premises and during the continuation of the period of hire of any Equipment the Customer (subject to the other provisions of this Contract) shall make good to the Company all loss of or damage to the Equipment from whatever cause the same may arise, fair, wear and tear excepted and ensure that a policy of insurance is effected in accordance with condition 12 of this Contract.
6.5 Unless otherwise agreed in writing by the Company, delivery of the Equipment and Goods shall take place at the Company’s place of business and the Buyer will take delivery of the same within 5 days of the Company giving it notice that the Equipment and Goods are ready for delivery, after which delivery shall be deemed to have occurred.
6.6 Where delivery to the Customer’s premises is effected by a third party, delivery for these purposes shall be deemed to have occurred when the Equipment and Goods leave the Company’s premises or the premises of the third party supplier.
7 Title to the Goods
7.1 Notwithstanding delivery having been made the property in the Goods shall not pass to the Customer until:-
7.1.2 The Customer has paid the Charge plus VAT in full and;
7.1.3 No other sums whatever shall be due from the Customer to the Company.
7.2 Until Property in the Goods passes to the Customer in accordance with condition 7.1 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods at no cost to the Company separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
7.3 Notwithstanding that the Goods (or any of them) remain the property of the Company, the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of the Company. It is agreed that a sale by an administrator or liquidator as part of or in connection with the sale of the assets or part of the assets of the Customer is not in the ordinary course of the Customer’s business. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until the property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all times identified as the Company’s money.
7.4 The Company shall be entitled to recover the Charge (plus VAT) notwithstanding that the property in any of the Goods has not passed from the Company.
7.5 Until such time as the property in the Goods passes from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold to the Company. If the Customer fails to do so the Company may enter upon the premises owned, occupied or controlled by the Customer where the Goods are situated and re- possess the Goods. On the making of such a request the rights of the Customer under this condition shall cease.
7.6 The Customer shall not pledge or in any way charge by way of any security for any indebtedness any of the Goods which are the property of the Company. Without prejudice the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
7.7 The Customer shall insure and keep insured the Goods to the full value of the Charge against “all risks” to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
8 Set up and Fitness for Purpose
8.1 The Customer must satisfy itself that the Goods and/or Equipment are fit for the Customer’s purpose and the Company gives no warranty as to the fitness of the Goods and/or the Equipment for any particular purpose.
8.2 The Company will make available to the Customer facilities at the Company’s premises for the Customer to inspect the Goods/Equipment and to set up the Goods/Equipment for the Customer’s own use. The Customer relies entirely on its own skill and knowledge in relation to the use and set up of the Goods/Equipment.
8.3 The Equipment and Goods are the responsibility of and are at the risk of the Customer during the inspection set up or testing notwithstanding that such inspection set up or testing is taking place on the Company’s premises, and the Customer must insure the Goods or Equipment under its own policy of insurance.
8.4 Any assistance given by the Company, its employees or agents during the testing or set up process is under the supervision and control of the Customer and accordingly the Company shall not be responsible for any such assistance.
8.5 Any advice or recommendations given by the Company, its employees or agents to the Customer, its employees or agents as to the use, set up or application of the Goods/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 responsible for any such advice or recommendation which is not so confirmed.
9 Use of the Equipment
9.1 If the Equipment becomes defective during the Hire Period through no fault of the Customer, the Company may, at its discretion, either replace the Equipment or repair any defective part providing the defective Equipment or part is returned to the Company at the place from which it was hired, with the costs of carriage, insurance and handling charges paid by the Customer. Alternatively, the Company may, at its discretion, pay the reasonable cost of the repair or, the replacement of the Equipment by a dealer approved by the Company for that purpose and on terms acceptable to the Company.
9.2 The Customer will at all times during the Hire Period:
9.2.1 Keep the Equipment in its possession and under its control and not purport to sell, loan, assign, pledge or permit any lien to be created over it or any part of it;
9.2.2 Ensure that the Equipment is used in a skillful and proper manner, and in accordance with any operating instructions and ensure that the Equipment is operated and used by properly skilled and trained personnel;
9.2.3 Ensure that the Equipment is used in compliance with all relevant regulations, including but not limited to the Factories Act Health & Safety at Work Act etc and with the benefit of all necessary permissions, licences or permits;
9.2.4 Not make alteration to the Equipment and not remove any existing component nor attempt or make any repair or modification to the Equipment nor remove any sign or marking from the Equipment.
9.2.5 Not hold or use the Equipment (nor permit others to do so) in a manner which will or may cause any provision of the insurance policies referred to in condition 12 to be broken;
9.2.6 Take proper care of the Equipment and ensure that it is safely and properly stored;
9.2.7 Inform in writing any person to whom a debenture or charge over any part of the Customer’s assets is to be granted that the Equipment is not the property of the Customer.
9.3 The Customer will not, without prior consent of the Company in writing, which consent may be withheld at the Company’s absolute discretion, allow the Equipment to be removed outside the United Kingdom or to be used in any abnormal or hazardous assignment.
9.4 Any employee or agent of the Company that visits the Customers premises or any premises save for the Company’s at the request of the Customer or uses or demonstrates any of the Equipment is, at all times, under the supervision of the Customer. The Customer must ensure that there is a safe working environment in such circumstances and that all statutory and other obligations of all kinds are adhered to.
9.5 Where the Company supplies Technicians or Services to the Customer, the persons performing the Services are servants of the Customer and are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions, guidance and/or advice.
9.6 The Company has a right to insist only Company trained and/or supplied Technicians operate, move, or service any Equipment supplied by the Company for hire.
9.7 Notwithstanding and without prejudice to the above conditions, any Company supplied Technicians or persons performing a service are within their right to take any decision and action they deem necessary to ensure a safe operation of the Equipment and prevent any damage to the Equipment, related film or location equipment and sets or other persons.
10.1 As a condition of the hire of Equipment, the Customer hereby agrees that provided the project is photographed primarily with the Company’s Equipment, the Customer shall give the Company credit on all media in which the project is distributed, exhibited or otherwise exploited, without limitation, negative film stock and all forms of digital media.
10.2 The Customer shall use its reasonable commercial efforts to ensure that all third party distributor(s) of the project comply with the Customer’s credit obligation provided, however, that so long as the Customer has exerted such reasonable commercial efforts, failure of such third parties to comply, shall not constitute a material breach of this Contract.
10.3 If the project is produced for television, the Customer shall be relieved of the credit obligation if the project does not accord any technical credits.
10.4 If any credits are given (including but not limited to Television or Movie) and the Company’s Equipment is used with the Company’s Technician, the Company must be given credit for supplying equipment along side third party technicians and must be credited in the correct role.
11 Liability & Indemnity
11.1 The Company does not exclude or limit any liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
11.2 Without prejudice to condition 11.1, the Company (including but not limited to its directors, employees, staff and the Technicians) shall not be liable for any direct or indirect loss of profit nor for any indirect loss, damage, costs, claims, demands or expenses whatsoever or howsoever caused, whether resulting from the Company’s negligence or otherwise, under or in any way in connection with the Contract, or for any loss, damage, costs or claims or expenses for lost production time, delay in shooting, the cost of re-shooting unusable footage or remedial or repair work on digital media.
11.3 Without prejudice to condition 11.2above the Company shall not be liable for any loss or damage to film, visual, audio visual content or other data left in the Equipment on its return to the Company.
11.4 The Customer will indemnify and keep the Company and it’s employees fully and effectively indemnified in full and on demand against all claims, demands, costs, actions, expenses (including professional advisors’ fees) or proceedings made against them by any third party, arising out of or in any way in connection with the Customer’s failure to comply with any of the provisions of the Contract.
11.5 The Customer shall also fully and completely indemnify and keep the Company and its employees fully and effectively indemnified and on demand in respect of all claims by any person whatsoever for personal injury or injury to personal property caused by or in connection with or arising out of the storage, transit, loading or use of the Equipment during the continuance of the Hire Period or subsequent to the sale of Goods and in respect of all costs and charges in connection therewith arising under statute or common law save for any matter arising directly as a result of the Company’s own negligence.
11.6 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Charge against any invoice raised for such Goods.
11.7 If any agent or employee of the Company (including but not limited to a Technician) provides services at premises other than that of the Company he or she does so under the direction and supervision of the Customer and the Company will not be liable for any loss or damage occasioned by such servant or agent of the Customer or any third party howsoever such loss or damage has been caused.
12.1 The Customer shall effect the following insurances:
12.1.1 An all risks insurance policy on all items of the Equipment for their full replacement value (including without limitation cover against loss, theft or damage to the Equipment) and the Charges referred to in condition 3.
12.1.2 A third party liability insurance policy covering the liability of the Customer for death, injury and damage to or loss of property arising directly or indirectly out of the use or possession of the Equipment and shall note the Company as an additional insured on the policy and the Customer shall at the commencement of the Hire Period give notice to the insurer of the Company’s interest in such policy.
12.2 The policy in respect of such insurance(s) and evidence of payment of premium(s) shall, when requested by the Company, be produced to the Company by the Customer for inspection and in any event shall be produced to the Company each year on the anniversary of the initial granting of any credit. The Customer will notify the Company of any change in relation to such policy.
12.3 The Customer shall give written notice to the Company of any occurrence which will or may give rise to a claim being made on any insurance pursuant to this condition and such notice shall be given within twenty four hours of the occurrence being first known to the Customer.
12.4 The Customer shall, at its own cost, assist the Company in securing the settlement of any claim and the payment to the Company of the value of such claim so far as it relates to the Equipment or to the liability of the Company to any third party.
13 Termination & Repossession
13.1 Either party shall be entitled to immediately terminate the Contract on giving written notice to the other if:
13.1.1 That other party commits any material breach of these conditions and, in the case of such a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied (for the avoidance of doubt any late payment or failure to pay by the Customer any sums due shall be a material breach);
13.1.2 That other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or partnership) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or
13.1.3 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that other party; or
13.1.4 That other party ceases, or threatens to cease, to carry on business.
13.2 On termination the Customer shall pay to the Company all costs and expenses due under the Contract.
13.3 Neither party shall have any right to claim for any loss or damage occasioned by such termination, which shall be without prejudice to any accrued rights and remedies of either party.
13.4 At the expiry of the HirePeriod, or following termination of the Contract for whatever reason, the Customer shall forthwith return the Equipment to the Company’s premises in good working order and condition.
13.5 If the Customer fails to return the Equipment on the due date the Company may, without notice, re-take possession of the Equipment and for this purpose shall be entitled without notice, to enter into any premises occupied or controlled by the Customer.
Any notice to be given in accordance with this Contract shall be deemed to be properly given if delivered by hand or sent by prepaid post or email or facsimile to the party concerned at the address or email address or facsimile number as set out on the Quotation or to such other address, email or facsimile number as may be communicated from time to time in writing to the sender of the notice. Notices sent by prepaid post shall be deemed to have been received three working days after the date of posting. Notices delivered by hand shall be deemed to have been delivered upon receipt. Notices sent by email or facsimile shall be deemed to have been received if sent before 4pm on any working day on that day and if sent after 4pm on any working day on the first working day following the date of sending as the case may be and in both cases provided the sender has retained a successful transmission receipt.
15 Proper Law
This Contract shall be governed and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
16.1 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Company.
16.2 This Contract is the entire agreement between the parties and supersedes any previous agreement in relation to its subject matter. The Customer acknowledges and agrees that in entering into this Contract it does not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract and its only remedy for breach of this Contract shall be for breach of contract under the terms of this Contract.
16.3 The Company shall not be liable for any delay in performing or any failure to perform any of its obligations under this Contract caused directly or indirectly by any event beyond its reasonable control.
16.4 Neither party shall without the prior written consent of the other party assign, transfer, charge or deal in any other manner with this Contract or its rights under it or part of it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Contract.
16.5 If any part of the Contract becomes invalid, illegal or unenforceable it shall be severed from the Contract and the remainder of the Contract shall remain in full force and effect.
16.6 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that act.