TERMS AND CONDITIONS (‘TERMS’)
SECTION A - GENERAL TERMS (APPLICABLE TO ALL ORDERS)
1. Interpretation
1.1 The following definitions and rules of interpretation apply in these Terms.
AC&S: Alan Coward & Son Limited, incorporated and registered in England with company number 07180004, whose registered office is at 305 Dean Road, Avonmouth, Bristol, England, BS11 8AT.
Application Form: the account application form completed and signed by the Customer and submitted to AC&S (if any).
Business Day: means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Contract: means the legal agreement between the parties for the supply of Units and/or the Services, incorporating:
(a) the Application Form (where applicable);
(b) the Order;
(c) these Terms, including (as applicable): (i) the General Terms in this Section A, which apply to all Contract Types; (ii) the “Unit Hire & Self Storage Terms” in Section B, governing the supply of Unit Hire and/or Self-Storage; (iii) the “Unit Sale Terms” in Section C, governing Unit Sales; (iv) the “Stocking & Transport Terms” in Section D, governing the supply of Stocking & Transport; and (v) any other documents expressly incorporated into the Contract.
Contract Type: means one or more of the following contract types: (i) Unit Hire; (ii) Unit Sales; (iii) Self-Storage; (iv) Stocking & Transport, as specified in the Order.
Customer: means the legal person entering into the Contract with AC&S, as specified in the Application Form and/or Order.
Customer Equipment: means the designated Customer equipment to be stored and/or transported by AC&S pursuant to the Stocking & Transport.
Customer Location: where applicable, the location for delivery, installation and use of the Units, as specified in the Order or otherwise agreed by the parties in writing.
Delivery: the completion of delivery of the Units or Customer Equipment (as applicable) to the Customer or its nominated recipient, in accordance with the Contract.
Price: means the price payable by the Customer for the Units and/or Services, as specified in the Order.
Order: AC&S’s written quotation or order confirmation, specifying details of the Units and/or Services to be supplied by AC&S, and signed, accepted or otherwise endorsed by both parties.
Self-Storage: the provision of a self-storage Unit at AC&S’s premises for the personal or internal business use of the Customer on a rental basis.
Services: means, as applicable, Unit Hire, Self-Storage and/or Stocking & Transport.
Stocking & Transport: the provision of stocking and/or transportation services in relation to designated Customer Equipment.
Unit: means each storage, facilities and/or welfare unit supplied or made accessible by AC&S under the Contract, and “Units” refers to any one or more Units.
Unit Hire: the provision of one or more Units at designated Customer Location(s) for the personal or internal use of the Customer on a rental basis.
Unit Sales: the sale and supply of one or more Units.
1.1 Clause and section headings shall not affect the interpretation of these Terms. Unless otherwise specified, references to sections and clauses are to the sections and clauses of these Terms. A reference to a clause is to a clause of the same section unless otherwise stated.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and such person's legal and personal representatives, successors and permitted assigns.
1.3 Words in the singular shall include the plural and vice versa.
1.4 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time, in the case of a statute, includes any subordinate legislation made under that statute from time to time.
1.5 Where the words include(s), including or in particular are used in the Contract, they are deemed to have the words "without limitation" following them.
1.6 Any obligation in the Contract on a person not to do something includes an obligation not to agree or allow that thing to be done.
2. Formation of Contract
2.1 Once the Order has been signed or otherwise accepted by the Customer (including by confirming acceptance by email or orally or instructing AC&S to proceed) it shall constitute an offer to purchase the Units and/or the Services, as applicable, specified in the Order. The Customer’s offer shall be deemed accepted by AC&S when AC&S (i) countersigns the Order; (ii) confirms acceptance of the Order; or (iii) commences performance of the Order, at which point a binding Contract shall come into effect (the “Effective Date”).
2.2 These Terms apply to the Contract to the exclusion of any other terms a party may seek to impose or that may be implied by course of conduct. They supersede any previously issued terms and conditions. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase order, confirmation or other document shall form part of the Contract.
2.3 Any quotation or proposal issued by AC&S does not constitute an offer to supply the Units and/or perform any Services and is not capable of acceptance. AC&S may amend or revoke a quotation at any time.
3. IPR and confidentiality
3.1 AC&S shall retain ownership of all intellectual property rights in and associated with the design and manner of performance of the Units and Services. No rights are granted in or to such intellectual property rights except as set out in the Contract.
3.2 Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed to it by the other party concerning the Services, the contents of the Contract, the business or affairs of the other party or of its affiliates, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clauses 3.3 and 3.4.
3.3 Each party may disclose the other party's Confidential Information: (i) to its employees, officers, agents, consultants or sub-contractors (“Representatives”) who need to know such information for the purposes of carrying out the party's obligations under the Contract, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 3 as though they were a party to the Contract. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and (ii) as may be required by law, court order or any governmental or regulatory authority.
3.4 AC&S may publicise the existence of the Contract, its relationship with the Customer, and the provision of the Units and Services, including through the publication of marketing materials, press releases, and on AC&S’s website and social media channels and including the use of the Customer’s name and logo.
4. Limitation of liability – the Customer’s attention is particularly drawn to this clause
4.1 Nothing in the Contract shall limit or exclude the liability of either party for: (i) death or personal injury resulting from its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any Customer liability in connection with clauses 1, 3 and/or 4 of Section B (Unit Hire & Self Storage Terms); or (iv) any other liability that cannot lawfully be excluded or limited.
4.2 Subject to clause 4.1 and clause 4.3, AC&S's total liability arising under or in connection with the Contract whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, shall be limited to the total amounts paid or payable by the Customer to AC&S pursuant to the Contract during the preceding twelve (12) months.
4.3 Subject to clause 4.1, neither party shall be liable to the other, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for the following types of loss whether direct or indirect and howsoever caused: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated savings; or (vi) any special, indirect or consequential damage or loss suffered by the other party. Where the Customer is a consumer, AC&S shall not be liable for any business losses of any kind.
4.4 The conditions and warranties specified in these Terms are exclusive of any that may otherwise be implied, whether by statute, course of dealing or otherwise, and AC&S disclaims any other conditions, warranties and/or representations to the fullest extent permissible by law
4.5 If the Customer is a consumer, these Terms do not affect any statutory rights the Customer has that are not capable of exclusion.
5. Price and payment terms
5.1 The Price payable is as specified in the Order. For Unit Sales, the Price will be a one-off amount. For all Services, the Price may consist of one-off and/or recurring amounts.
5.2 All amounts due under the Contract are, unless otherwise stated, exclusive of any applicable sales tax and duties (including VAT), which shall be payable by the Customer to AC&S in addition to and together with the Price.
5.3 Subject to any alternative payment terms in the Order:
(a) invoices are issued in advance and are payable by the Customer in full and clear funds within 30 days of the date of the invoice;
(b) deposit and initial instalment payments (including for Delivery and the deposit for collection) must, unless otherwise agreed by AC&S in writing, be received prior to the commencement of Service; and
(c) all amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding and are non-refundable.
5.4 Any invoice credit terms are subject to assessment of the Customer’s creditworthiness. AC&S reserves the right to amend or withdraw such credit terms, including by requiring full payment in advance, where it is not satisfied as to the Customer’s creditworthiness or payment performance under the Contract.
5.5 A collection deposit is a pre-estimate of the amount payable for collection of the Units. If AC&S charges are updated prior to collection, the Customer shall be liable to pay the actual cost of collection and an invoice shall be issued for any additional sum due.
5.6 If the Customer fails to make any payment due to AC&S by the due date for payment, then, without limiting AC&S's other remedies: (i) AC&S may suspend Delivery of any Units and/or performance of any of the Services (including by suspension of access to Units); and (ii) interest shall be due on the overdue amount at the rate of 4% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. In addition, the Customer shall pay all reasonable costs and expenses (including legal fees and debt recovery costs) incurred by AC&S in enforcing its rights under these Terms, including in respect of on-site visits to lock or seize Units, or in recovering any sums due from the Customer which are not paid when due.
5.7 AC&S may review and vary the Price(s) payable under the Contract at any time on giving no less than twenty-eight (28) days’ written notice to the Customer. The new Price(s) shall apply to any amounts falling due after the effective date of the variation.
6. Suspension & Termination
6.1 Without affecting any other right or remedy available to it, AC&S may suspend performance of any part of the Contract or terminate the Contract (or part thereof) with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any part of the Price on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the Customer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) which it fails to remedy within a period of 14 days after being notified in writing to do so; or
(c) the Customer is deemed unable to pay its debts, makes any voluntary arrangement with its creditors, goes into administration or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets, shall have a winding-up order made against it or shall go into liquidation.
6.2 The Customer may terminate the Contract with immediate effect by giving written notice to AC&S if:
(a) AC&S commits a material breach of the Contract which breach is irremediable or (if such breach is remediable) which it fails to remedy within a period of 14 days after being notified in writing to do so; or
(b) AC&S is deemed unable to pay its debts, makes any voluntary arrangement with its creditors, goes into administration or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets, shall have a winding-up order made against it or shall go into liquidation.
6.3 On termination of the Contract (or any part of it): (i) the Customer shall pay to AC&S on demand all sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 5.4; (ii) if such termination is pursuant to clause 6.1 or any other default by the Customer, without prejudice to any other rights or remedies of AC&S, the Customer shall pay to AC&S its reasonable and non-cancellable costs as at the date of termination, together with a sum equal to the whole of the Price that would (but for the termination) have been payable if the Contract had not been terminated early; and (iii) AC&S shall not be obliged to deliver any Units not already delivered and the provision of the Services shall cease.
6.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
7. General
7.1 Force majeure. Neither party shall be liable to the other for any delay or non-performance of its obligations under the Contract (other than an obligation to pay amounts due under the Contract) arising from any cause beyond its reasonable control including, without limitation, any of the following: governmental act, war, fire, flood, pandemic, epidemic, explosion or civil commotion.
7.2 Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
7.3 Severability. If any provision of the Contract is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
7.4 Assignment. The Customer may not assign, charge or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of AC&S.
7.5 Amendments. AC&S may vary these Terms from time to time by giving written notice of the variation to the Customer. Continued use of the Services shall constitute acceptance of the varied Terms.
7.6 Third party rights. No third party is intended to benefit from or be entitled to enforce any of these Terms.
7.7 Notices. Any notice required to be given pursuant to the Contract shall be in writing, and shall be sent to the other party marked for the attention of that party at the address set out for such party in the Order. Notices to AC&S must be sent by email to sales@acthire.co.uk. Notices to the Customer may be sent by first-class mail or email. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed emails shall be deemed to have been received on the next Business Day following transmission, provided no delivery failure notification is received by the sender.
7.8 Entire agreement. The Contract contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
7.9 Governing law and jurisdiction. The Contract shall be governed and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
SECTION B – UNIT HIRE & SELF-STORAGE TERMS
1. Unit Usage terms
1.1 Where Units are provided under Unit Hire or Self-Storage, the Units always remain the legal property of AC&S.
1.2 For Unit Hire, the risk of loss of and damage to the Units shall pass to the Customer on Delivery and shall remain with the Customer until AC&S has retaken possession of the Units (“Risk Period”). During the Risk Period, the Customer will:
(a) immediately notify AC&S of any actual or potential loss, accident or damage involving a Unit;
(b) be fully responsible for the use of each Unit and persons and property within the Unit, and the Customer agrees to maintain appropriate insurances against injury, loss, and damage; and
(c) insure each Unit against all usual risks of loss, damage, contamination or destruction by fire, theft or accident, and such other risks as AC&S may from time to time nominate in writing. The Customer shall provide proof of such insurance to AC&S on request and shall notify AC&S in advance of any cancellation, lapse or material change to the policy of insurance. The Customer shall, if requested to do so, name AC&S as an additional insured or loss payee on the policy of insurance. If not requested to do so, the Customer agrees that the proceeds of any insurance claim for loss and/or damage to a Unit shall be promptly remitted to AC&S, and the Customer shall be solely responsible for the payment of any excess or deductibles due on any claims under the policy of insurance.
1.3 In relation to its access to and use of the Units, the Customer shall:
(a) ensure that Units are kept and operated in accordance with the operating and environmental parameters specified by AC&S, and used only for the purposes for which they are designed, in accordance with the operating instructions provided by AC&S;
(b) make no alteration or repair to a Unit, except in accordance with the instructions provided by the AC&S or with AC&S’s prior written consent;
(c) permit AC&S to access Units as reasonably required for the inspection of the Units and the exercise of the rights and obligations under the Contract, and the Customer shall grant access to the Customer Location(s) and associated utilities and facilities, as reasonably required for these purposes;
(d) not move or attempt to move any Unit to any other location, or sub-rent, sub-license or otherwise dispose of or grant any rights in or to a Unit;
(e) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of AC&S in a Unit and, where a Unit is affixed to any land, building or structure, the Customer shall take all necessary steps to ensure that no other person gains an interest in the Unit as a result of such affixation and that AC&S has rights to enter such land, building or structure to recover the Unit at any time during the term of the Contract and for a reasonable period thereafter;
(f) not suffer or permit a Unit to be confiscated, seized or taken out of the Customer’s possession or control under any distress, execution or other legal process, but if any Units are so confiscated, seized or taken, the Customer shall immediately notify AC&S and shall, at its own expense, procure an immediate release of the Units;
(g) ensure that the Unit remains identifiable as being AC&S’s property and not remove or obscure any identifying marks, labels, codes and/or serial numbers; and/or
(h) not, either directly or indirectly, modify, adapt, disassemble, remanufacture or repair any part of the Unit, or interfere with the functioning of the Unit (or attempt to do any of the same).
1.4 For fuelled Units, the Customer agrees to use only white diesel and to ensure each Unit is fully re-fuelled prior to collection by AC&S. The Customer shall be liable for any damage caused by the use of red diesel, as well as additional charges for cleaning and flushing the tank and disposal of the non-compliant diesel.
1.5 A padlock and key will be provided to the Customer for access to each Unit. Any lost or damaged padlock or keys shall be replaced by AC&S at the Customer’s cost.
2. Delivery, collection and inspection
2.1 AC&S shall exercise reasonable endeavours to:
(a) complete Delivery by the date specified in the Order (if any) or otherwise within a reasonable period of time from the Effective Date; and
(b) collect each Unit on the date(s) agreed by the parties,
provided that time shall not be of the essence and any time window is indicative only. If AC&S arrives earlier or later than the given time window, for example due to changes in scheduling, road traffic delays, or other causes beyond its reasonable control, the Customer agrees to ensure someone is available to facilitate Delivery or collection. If the Customer fails to do so, AC&S shall be entitled to charge its standard abortive fee.
2.2 AC&S shall notify the Customer promptly on becoming aware of any event which will or may delay Delivery. Delays in Delivery shall not entitle the Customer to: (i) refuse to take delivery of any Unit; or (ii) terminate the Contract.
2.3 Delivery shall be deemed completed: (i) where the Customer is responsible for collection, on AC&S notifying the Customer that the Unit is ready for collection; or (ii) in any other case, on unloading of the Unit at the Customer Location(s).
2.4 Where the Customer requires paperwork or information regarding the Delivery, Units or any associated compliance matters (including for security or health and safety purposes), it agrees to notify AC&S of such requirements at least forty-eight (48) hours prior to Delivery. Any late requests for paperwork or information, and any associated delay to Delivery, shall be subject to payment by the Customer of AC&S’ additional time costs, as specified in the Order.
2.5 AC&S shall have no liability for any failure or delay in Delivery to the extent that such failure or delay is caused by the Customer’s failure to (i) make the delivery location available and accessible or arrange suitable transport; or (ii) provide AC&S with adequate instructions to enable Delivery to be completed. AC&S may charge the Customer for any reasonable costs incurred by AC&S if it is unable to complete Delivery due to a failure or delay caused by the Customer.
2.6 The Customer shall inspect each Unit on Delivery or receiving access and notify AC&S promptly, and in any event within twenty-four (24) hours, if there is any damage to the Unit. Where no such notification is received by AC&S, the Customer shall be deemed to have accepted the Unit as being in conformance with the Contract and in the condition recorded by AC&S prior to Delivery or access being granted.
3. Self-Storage access conditions
3.1 Access to and use of Self-Storage Units is subject to the following conditions:
(a) access to AC&S’s premises is available 24/7 unless otherwise specified by AC&S. A security code is required to access the site outside of normal working hours, which may be obtained by contacting AC&S. The security code is for use of the Customer only and must not be disclosed to any third parties;
(b) the Customer is responsible each person it instructs or authorises to access AC&S’s premises and for any loss or damage caused to any person or property by them;
(c) the Customer is deemed to have full knowledge of all contents of its Self-Storage Unit and warrants to AC&S that it owns or is legally entitled to possess all items stored therein;
(d) the Customer shall insure the contents of the Self-Storage Unit and is solely responsible for any loss or damage caused to those contents. AC&S shall not be deemed to have any knowledge of those contents and does not act as a bailee or custodian for the contents;
(e) the Customer is not granted any exclusive rights to possess the Unit or the land on which it is located and no security of tenancy is created;
(f) Unit shall be used solely for storage and not for any other purpose;
(g) the Unit shall not be used to store any prohibited items specified by AC&S from time to time, including but not limited to any items that are flammable, combustible, or cause fumes or odours (for example, petrol, gas, paint, fireworks, explosives), perishables, waste of any kind, chemicals or dangerous materials, or any items that are illegal, dangerous or harmful to the environment; and
(h) AC&S reserves the right to access the Unit in certain circumstances, including but not limited to in the event of any actual or suspected breach of these Terms, where exercising its rights hereunder, or if required to do so by any policing or regulatory authority.
4. Right of lien and seizure
4.1 The Customer accepts that the Units are valuable assets of AC&S and non-compliance with these Terms by the Customer has a significant impact on AC&S’ business, including the ability to make the Units available to paying customers. Accordingly, the Customer agrees that, if payment of any Prices is not received by AC&S within forty-five (45) days of the invoice date, the Customer fails to surrender possession of any Unit on termination, or AC&S is otherwise entitled to suspend or terminate the Contract, AC&S may (without prejudice to any other rights and remedies it may have and without liability to the Customer):
4.2
(a) lock the Unit and refuse the Customer access to the Unit unless and until the Customer remedies the default;
(b) seize the Unit if in the Customer’s possession and retake possession and control of it;
(c) if the Customer remains in default thirty (30) days or more following notice from AC&S, exercise its right of lien over the property stored in the Unit, and AC&S may seize and sell or otherwise dispose of such property as security for the obligation to pay the Price due under the Contract, as though it was the owner of the property, and without further reference to the Customer; and
(d) AC&S may use or break any lock used by the Customer to obtain access to a Unit in order to exercise any of the rights above,
and the Customer irrevocably consents to AC&S (including its employees, contractors and agents) entering onto any land and premises on which the Units are located, without prior notice, to exercise these rights. The Customer shall ensure this right is enforceable against any third-party owner or lessee of the premises and shall indemnify AC&S from any claim, action, demand or liability arising from the Customer’s failure to do so.
4.3 AC&S shall be entitled to charge the Customer for its reasonable costs and expenses of exercising the rights and remedies in clause 4.1 and those costs and expenses shall be deemed payable by the Customer in addition to and together with the Prices under the Contract, subject to the same late payment remedies.
4.4 If AC&S exercises its right of lien and sells Customer property for a sum greater than the sums due from the Customer hereunder, including all associated interest and costs, AC&S shall account to the Customer for any surplus.
5. Termination and return of Units
5.1 Unit Hire is subject to a minimum hire period of four (4) weeks for all Unit types other than welfare/groundhog Units, which have a minimum hire period of two (2) weeks. After that minimum period, either party may terminate the Services on giving no less than one (1) week’s notice to the other party.
5.2 Self-Storage is subject to a minimum hire period of one (1) month. After that minimum period, either party may terminate the Services on giving no less than one (1) week’s notice to the other party.
5.3 AC&S may agree to end Services early, subject to the Customer paying the Price due for the minimum hire period.
5.4 On termination or expiry of Unit Hire or Self-Storage:
(a) for Unit Hire, where collection is scheduled prior to expiry of the notice period in clause 5.1, the Price shall be due up to the date of collection. If AC&S is not able to arrange collection until after the notice period, the Price shall be due up to the expiry of the notice period;
(b) for Self-Storage, the Price shall remain payable until the later of: (i) the expiry of the notice period; or (ii) the date on which the Customer actually vacates the Unit and hands over the keys to AC&S;
(c) the Customer shall pay any outstanding amounts due under the Contract, and AC&S may treat the hire period as continuing unless and until the Customer does so;
(d) where applicable, the Customer shall give AC&S or its agents all necessary access to the Customer Location(s) for the inspection and collection of the Units;
(e) the Customer shall return the padlocks, keys, and any other ancillary items to AC&S; and
(f) if, on inspection, AC&S determines that the a Unit is in a worse condition than it was on Delivery or access being granted, including any loss or damage not recorded by AC&S or reported by the Customer pursuant to clause 2.6 of this Section B, any missing items, or failure to re-fuel, AC&S may invoice the Customer for the reasonable cleaning, repair or reinstatement costs, and the Customer shall pay the invoice in accordance with these Terms.
SECTION C – UNIT SALES TERMS
1. Contract Fulfilment
1.1 The Unit(s) is/are as specified in the Order. Marketing and other promotional materials relating to Units are illustrative only and do not form part of the Contract.
1.2 The Customer is not entitled to cancel or modify any part of an Order on or following the Effective Date.
2. Delivery
The same delivery terms as in clause 2 of Section B (Unit Hire & Self-Storage Terms) apply to Unit Sales.
3. Payment
The Customer shall pay the Price to AC&S at least forty-eight (48) hours prior to Delivery. AC&S reserves the right to suspend Delivery unless and until payment is received in full and cleared funds.
4. Title and risk
Title in a Unit shall transfer to the Customer on the later of: (i) Delivery; and (ii) receipt by AC&S of the Price payable for the Unit in full and clear funds. All risk in the Unit, including loss, theft, damage or destruction, shall pass to the Customer on Delivery.
5. Warranty disclaimer
Subject to any limited warranty specified in the Order, Units are sold “as is” and “as seen” without any warranty or guarantee of any kind.
SECTION D – STOCKING & TRANSPORT TERMS
1. Scope of Services
1.1 The Order or associated documents agreed between the parties shall set out the scope of the Stocking & Transport to be performed by AC&S, including an inventory of the Customer Equipment to be stored by AC&S (if applicable) and any specific conditions and service levels applicable.
1.2 AC&S agrees to provide all vehicles, equipment and other items reasonably required for the performance of the Stocking & Transport.
1.3 In connection with Customer Equipment, it is agreed that:
(a) the Customer remains primarily responsible for all risks associated with the Customer Equipment, including risks of theft, loss, damage or destruction, and shall maintain adequate ‘all risks’ insurance for the full replacement value of the Customer Equipment. Notwithstanding the foregoing, AC&S accepts that it is liable to the Customer for any loss or damage caused by the negligence or wilful default of AC&S;
(b) AC&S shall keep the Customer informed or any actual or potential loss or damage to the Customer Equipment, or any event or circumstance that may impact the Customer Equipment of the performance of the Services; and
(c) the Customer shall have appropriate written terms in place with any third party to whom it instructs AC&S to deliver or provide with access to the Customer Equipment, and AC&S is not responsible for any such third party access or use.
2. Stocking
2.1 Where AC&S agrees to stock Customer Equipment:
(a) the parties shall maintain an inventory of the Customer Equipment held by AC&S from time to time; and
(b) AC&S shall provide reasonable access to the Customer on request to enable the Customer to access and inspect the Customer Equipment.
3. Transport
3.1 Where AC&S agrees to transport Customer Equipment:
(a) where AC&S is already in possession of the Customer Equipment, it shall exercise reasonable efforts to complete Delivery of the Customer Equipment in accordance with the Customer’s instructions;
(b) where AC&S is not already in possession of the Customer Equipment, the Customer agrees to procure the necessary access for AC&S to collect the Customer Equipment, subject to which AC&S shall exercise reasonable efforts to collect and complete Delivery of the Customer Equipment in accordance with the Customer’s instructions;
(c) the Customer acknowledges and agrees that transport and Delivery is subject to availability and AC&S may not be able to fulfil requests issued on short notice;
(d) if the recipient or its nominated agent fails to take Delivery, AC&S shall seek further instructions from the Customer and comply with those instructions. The Customer accepts that additional costs may be payable in respect of waiting time or re-delivery; and
(e) AC&S shall undertake any agreed pre-Delivery and pre-collection inspection and condition reporting but the same shall not be conclusive and AC&S is not liable for any loss or damage that is not immediately identified or that is subsequently reported or disputed by a recipient of the Customer Equipment.
4. Termination
4.1 Either party may terminate the provision of some or all of the Stocking & Transport Services on giving no less than one Business Day’s notice to the other party.
4.2 On termination or expiry of the Stocking & Transport:
(a) the Customer shall pay any outstanding amounts due under the Contract, and AC&S may refuse access to any Customer Equipment unless and until the Customer does so; and
(b) where Customer Equipment is held by AC&S, it shall (subject to 4.2(a)) provide the Customer or its agents all necessary access to AC&S’s premises for the collection of the Customer Equipment or, where AC&S agrees to do so, AC&S shall return the Customer Equipment to a designated location.