Terms and Conditions of Rental of Equipment

This Agreement (“Agreement”) constitute the only basis on which ALTECH UK LABELLING TECHNOLOGIES LTD (“ALTECH UK” or the “Company”) (a limited liability company registered in England & Wales with company number 6157581) agrees to Rent Equipment to its Customers and is supplemental to the Altech UK Labelling Technologies Limited Terms and Conditions of Sale where Equipment Rental Services are supplied under a Sales Order, and are subject to update from time to time.

1. Rental
   1. ALTECH UK hereby Rentals to the Customer the Equipment set out in the Sales Order for the agreed minimum rental period in the Sales Order (the “(Minimum Rental Period”) and at the Charges upon the terms and subject to the conditions below.
2. Commencement of Rental
   1. The hiring of the Equipment will commence on the date on which the Equipment is delivered to or made available for collection by the Customer or its agents (the ‘Commencement of Rental’).
   2. ALTECH UK will use reasonable endeavours to have Equipment available for delivery or collection on the date specified in the Sales Order but ALTECH UK shall not incur any liability whatsoever in the event of any delay.
3. Charges
   1. The Customer will pay to ALTECH UK in advance the Charges stated in the Sales Order, the first such payment being a minimum of 8 weeks rental of the agreed Minimum Rental Period upfront upon receipt of the Sales Order (or the amount of Rental Period where less than 8 weeks), together with all agreed fees for machine preparation, set up, testing and installation (“Set Up Fees”) and any pass through costs for couriers, packaging etc.
   2. Upon the expiry of the Minimum Rental Period, the agreed weekly Charges shall continue to be invoiced and paid monthly in advance, until this Agreement is terminated in accordance with clause 11. Payment is due within 14 days of invoice.
   3. Time shall be of the essence in respect of the payment of all sums due hereunder and the Customer may be deemed by ALTECH UK to have repudiated this Rental Agreement if any Charges or other payments shall remain unpaid for more than 30 days after becoming due.
4. Duration and Renewal
   1. This Rental Agreement, once accepted by us, commences on the date of Commencement of Rental and unless terminated earlier pursuant to clause 11 shall continue for at least the Minimum Rental Period which expires on completion of this term, relative to the start date (the “Initial Term”).
   2. Upon expiry of the Initial Term, the Rental Agreement shall automatically renew for successive four week periods from the day after expiry of the Initial Term (each such period being a “Renewal Period”).
   3. Notwithstanding the foregoing, this Rental Agreement shall not renew for a Renewal Period where either party provides the other not less than 14 days’ written notice prior to (i) expiry of the Initial Term; or (ii) expiry of any Renewal Period (as the case may be).
   4. Unless otherwise stated on the Sales Order, the Charges shall be automatically increased with effect from 1st January each year by up to five percent (5%) of the Fees in the period immediately before the Renewal Period.
5. Use of Equipment
   1. The Equipment is not to be used, and the Customer will not permit it to be used in any environment or for any purposes for which it is not expressly designed, and which has been agreed in our rental proposal.
   2. The Customer agrees that it will not:
      1. without the prior consent of ALTECH UK effect any mechanical or other modification to the Equipment, make any alterations or additions, and any such additions alterations or modified parts which may be made (whether with or without consent) shall become part of the Equipment and shall belong to ALTECH UK;
      2. reverse engineer or copy the Equipment in any way or permit any third party to do so;
      3. remove or interfere with any identification marks or plates affixed to the Equipment.
6. Duties of ALTECH UK
   1. ALTECH UK shall during the continuance of this Rental Agreement:
      1. deliver the Equipment to a place agreed between both parties unless the Customer at the Customers cost, elects to collect the Equipment from ALTECH UK;
      2. service and maintain the Equipment, including the cost of any necessary repairs or replacements parts except where such repair or replacement is necessitated by any accident or by any negligent use or abuse of the Equipment or operation of the Equipment otherwise than in accordance with ALTech instructions, where such repairs shall be charged to the Customer.
      3. Repair or replace the Equipment in the event of mechanical breakdown except where such repair or replacement is necessitated by any negligent use or abuse of the Equipment or operation of the Equipment otherwise than in accordance with ALTech instructions, where such repairs shall be charged to the Customer.
7. Duties of the Customer
   1. The Customer shall during the term of this Rental Agreement:
      1. ensure that the Equipment is operated properly by competent trained users trained or supplied by ALTech. Users not trained by ALTech at the time of rental installation or where no installation is selected are warranted by the Customer to be familiar with the ALTech Equipment and its correct operation;
      2. keep the Equipment stored in a suitable clean, dry and dust free area within normal ambient temperatures (5-30 degrees centigrade and a 15-85% non-condensing environment); and
      3. bear the cost of the repair or rectification of any damage to the Equipment resulting from negligence or improper use of the Equipment by the Customer or any person permitted by the Customer to use the Equipment;
      4. pay all costs incurred by ALTECH UK in respect of the supply and fixing of any accessories which are fitted to the Equipment at the request of or by the Customer;
      5. not sell, assign, mortgage, let on hire or otherwise dispose of or part with possession of the Equipment or part thereof or charge the benefit of this Agreement nor attempt or purport to do so;
      6. take all necessary steps at its own expense to retain and recover possession and control of any Equipment of which the Customer loses possession or control;
      7. permit ALTECH UK or its authorised representatives at all reasonable times to enter upon the premises where the Equipment may from time to time be stored to inspect and test the condition of the Equipment;
      8. notify ALTECH UK of any change in the Customer’s address and upon request by ALTECH UK promptly inform ALTECH UK of the whereabouts of the Equipment.
8. Insurance
   1. The Customer will throughout the term of the Rental Period keep the Equipment insured with an insurance company of good repute. The Customer shall notify its insurers that the Equipment is on hire from ALTECH UK and request the insurers to endorse a note of interest on the Policy of Insurance naming ALTECH UK as loss payee, and shall on demand show to ALTECH UK proof of compliance with this clause and shall not do or allow to be done any act or thing whereby the insurance may be invalidated.
9. General liability
   1. The Customer shall be solely responsible for and hold ALTECH UK fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by ALTECH UK as a result of any accident involving the Equipment (other than death or personal injury resulting from the negligence of ALTECH UK, its employees or agents).
   2. Other than as agreed in the Sales Order ALTECH UK does not rent the Equipment subject to any condition or warranty express, implied or statutory in connection with the fitness for any purpose or age of the Equipment and any conditions and warranties are hereby expressly excluded insofar as permitted by statute and (save for ALTECH UK’s liability for death or personal injury caused by the negligence of ALTECH UK, its employees or agents). ALTECH UK will not be responsible for any liability, claim, loss, damage or expense of any kind or nature caused directly or indirectly by the Equipment or its use.
   3. The Customer shall be solely responsible for and hold ALTECH UK fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses suffered or incurred by ALTECH UK as a result of any breach or default on the part of the Customer in the discharge of its obligations under this Rental Agreement.
10. Ownership
    1. The Equipment shall at all times remain the property of ALTECH UK and the Customer shall have no rights to the Equipment other than to use it under this Rental Agreement and the Customer shall not do or permit or cause to be done any matter or thing whereby the rights of ALTECH UK in respect of the Equipment is or may be prejudicially affected.
11. Termination
    1. If the Customer fails to pay any Charges or other sum payable under this Sales Order within 14 days of its becoming due (whether demanded or not) or commits a breach of this Rental Agreement or shall do or allow to be done any act or thing which in the opinion of ALTECH UK may jeopardise ALTECH UK’s rights in the Equipment or any part thereof, then the Customer shall be deemed to have repudiated this Rental Agreement and ALTECH UK may terminate this Rental Agreement.
    2. This Rental Agreement terminate without notice if any of the following events shall occur:
       1. any distress, execution, or other legal process shall be levied on or against the Equipment or any part thereof or against any premises where the same may be or against any of the Customer’s goods or other property or the Customer shall permit any judgment against it to remain unsatisfied for seven days; or
       2. the Customer, being an individual, shall die, shall suffer an interim order (within the meaning of the Insolvency Act 1986) to be made against him or enter into a voluntary arrangement or suffer the making of a statutory demand or the presentation of a petition for a bankruptcy order; or
       3. the Customer, being a body corporate, shall enter into any liquidation, call any meeting of its creditors or have a receiver or receiver manager of all or any of its undertaking or assets appointed, or suffer the appointment of an administrator, or be deemed by law to be unable to pay its debts,
       4. No payment subsequently accepted by ALTECH UK without knowledge of such termination shall in any way prejudice or affect the operation of this clause.
    3. If ALTECH UK shall at any time commit a material breach of any of the terms and conditions whether express or implied of this Rental Agreement then (provided the Customer is not itself also in breach) the Customer may return the Equipment and (without prejudice to its right to claim damages for that breach) by notice in writing to ALTECH UK for all purposes terminate the Rental Agreement.
    4. ALTECH UK may terminate this Agreement at any time upon the giving of 7 days notice to the Customer.
    5. Prior to return of the Equipment, the Customer shall ensure the Equipment has been cleaned to a reasonable condition prior to return.
    6. The Customer shall upon any termination as above pay to ALTECH UK:
       1. all arrears of Charges then due and all other sums accrued due and unpaid at the date of termination, together with interest; and
       2. the cost of transportation to return the Equipment to ALTECH UK (if necessary);
       3. the cost of all repairs and cleaning required as at the date of termination (other than those for which ALTECH UK has assumed responsibility above), chargeable at ALTECH UK’s normal list prices; and
       4. compensation for the loss suffered by ALTECH UK as a result of such termination, such loss being determined by ALTECH UK having regard to all relevant circumstances, including the loss of Charges for the remaining term of the Rental Period which shall be chargeable to the Customer as compensation for lost revenues; and
       5. any other sums which are or become due to ALTECH UK or to which ALTECH UK is entitled by way of damages.
    7. The termination of the Rental constituted by this Rental Agreement shall not affect any rights of ALTECH UK or liabilities of the Customer subsisting at the date of termination.
    8. On termination of the Rental the Customer shall no longer be in possession of the Equipment with ALTECH UK’s consent and shall (unless otherwise agreed with ALTECH UK) return the Equipment within 7 working days of the termination date to ALTECH UK at such address as ALTECH UK may direct in good working condition and at the Customer’s expense and risk. Where the Customer chooses to use a 3rd party agent to return the Equipment Customer must ensure it is suitably broken down, strapped and packaged before shipping.
    9. On machine return, it will be inspected in consideration of fair wear and tear against an ‘as rented’ condition report and photos – any damaged or missing parts will be chargeable at our normal list prices. Customer must ensure it has photographic evidence of the condition of the Equipment before it is loaded to avoid any damage disputes with the transport company. If the condition of the Equipment cannot be proven at the point of pickup. Risk of damage in transit remains with the Customer until received by ALTECH UK unless Customer pays for collection by ALTECH UK, in which risk shall pass to ALTECH UK upon collection of the Equipment.
    10. ALTECH UK or its authorised representatives may at any time after such termination or expiry of the Rental Period without notice retake possession of the Equipment and for such purpose enter upon any premises belonging to or in the occupation or control of the Customer and the Customer shall be responsible for all costs, charges and expenses so incurred in retaking possession of the Equipment. The Customer shall also bear the reasonable costs incurred by ALTECH UK at any time in ascertaining the whereabouts of the Equipment and/or the Customer.