1.1 “BeanMachines” shall mean Café Renaissance Ltd T/A BeanMachines its successors and assigns or any person acting on behalf of and with the authority of Café Renaissance Ltd T/A BeanMachines.
1.2 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, hire agreement, request to supply Goods or any other forms to which these terms and conditions apply, and shall include any person acting on behalf of and with the authority of such person or entity.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean equipment, consumables and sundries supplied for the purposes of sale by BeanMachines to the Customer (and where the context so permits shall include any supply of Services and/or Equipment as hereinafter defined) and are as described on the invoices, quotation, request to supply Goods or any other forms as provided by BeanMachines to the Customer.
1.5 “Services” shall mean all Services undertaken by BeanMachines and includes any advice or recommendations (and where the context so permits shall include any supply of Goods and/or Equipment as defined above).
1.6 “Equipment” shall mean Equipment supplied for the purposes of hire by BeanMachines to the Customer (and where the context so permits shall include any supply of Goods and/or Services as defined above) and is as described on the invoices, quotation, hire agreement, or any other authorisation forms as provided by BeanMachines to the Customer.
1.7 “Minimum Hire Period” shall mean the Minimum Hire Period as described on the invoices, quotation, hire agreement, or any other forms as provided by BeanMachines to the Customer.
1.8 “Price” shall mean the Price payable for the Goods and/or Equipment as agreed between BeanMachines and the Customer subject to clause 5 of this contract.
2. Application of these terms and conditions to consumers
2.1 Where the Customer is supplied Goods and/or Equipment as a consumer, these terms and conditions (in particular clauses relating to Risk, Defects, Returns, Warranties, and Limitation of Liability) shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.
2.2 This agreement is subject to the provisions of the Sale of Goods Act 1979 and the Supply of Goods and ServicesAct 1982 (or any replacement or re-enactment thereof) in all cases except where the Customer is contracting within the terms of a trade/business (which cases are specifically excluded).
2.3 Notwithstanding clause 2.2, nothing in this agreement is intended to have the effect of contracting out of any applicable provisions the Sale of Goods Act 1979 and the Supply of Goods and ServicesAct 1982 or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts, laws or legislation.
3.1 Any instructions received by Bean Machines from the Customer for the supply of Goods and/or Equipment and/or the Customer’s acceptance of Goods and/or Equipment supplied by BeanMachines shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
3.3 These conditions are not made for the benefit of, nor shall any of their provisions be enforceable by, any person other than the parties to this agreement and their respective successors and permitted assignees.
3.4 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of BeanMachines.
3.5 The Customer undertakes to give BeanMachines at least fourteen (14) days notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
3.6 Any written notice given under this agreement shall be delivered by handing the notice to the other party in person, leaving it at the address of the other party stated in this agreement, or by sending it by registered post to the address of the other party as stated in this agreement.
3.7 The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by BeanMachines, and the Customer acknowledges that the Goods and/or Equipment is purchased and/or hired relying solely upon the Customer’s skill and judgment.
3.8 The technical information provided on any pages of BeanMachines’ Website is advisory only and should not be relied on for any design, process or production. BeanMachines may (at their sole discretion) undertake specific technical advisory work on request from the Customer. BeanMachines accepts no responsibility for any loss or damage caused through reliance on any information contained therein.
4. Ordering and Specifications
4.1 Each order which is so accepted shall constitute an individual legally binding contract between BeanMachines and the Customer.
4.2 All Goods and/or Equipment supplied by BeanMachines shall be in accordance with the specifications or descriptions (if any) expressly listed or set out on the face of the quotation or order. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the order.
5. Price and Payment
5.1 At BeanMachines’ sole discretion the Price shall be either:
(a) as indicated on the hire agreement or invoices provided by BeanMachines to the Customer in respect of Goods and/or Equipment supplied; or
(b) BeanMachines’ current Price, as at the date of the delivery of the Goods and/or Equipment, according to BeanMachines’ current Price list; or
(c) BeanMachines’ quoted Price (subject to clause 5.2) which shall be binding upon BeanMachines provided that the Customer shall accept BeanMachines’ quotation in writing within seven (7) days.
(d) BeanMachines’ estimated Price, which is an estimated Price only. Variances in the estimated Price of more than ten percent (10%) will be subject to the Customer’s approval.
5.2 BeanMachines reserves the right to change the Price in the event of a variation to BeanMachines’ quotation or Hire Agreement. The Price may vary between the date of acceptance and the date of delivery if the cost to BeanMachines of the raw materials used to produce the Goods increases by more than two percent (2.0%) from the cost at the date the quotation was initially submitted or bank rates are increased due to adverse credit or any other circumstance beyond BeanMachines’ control. Any variation to the Price will either be shown as such on the invoice or detailed in a variation document.
5.3 At BeanMachines’ sole discretion:
(a) a non-refundable deposit shall be required; and
(b) payment of the remaining balance of the Price shall be:
(i) due on delivery of the Goods; or
(ii) due prior to delivery of the Goods; or
(iii) made by instalments in accordance with BeanMachines’ payment schedule and/or hire agreement.
5.4 Customer’s are required to pay hire charges for the on-going use of the Equipment. The charges payable for the duration of the Hire Period is stipulated and is due and payable as per BeanMachines’ quotation. BeanMachines may adjust the Price from time to time (as per clause 5.2) upon one (1) month’s written notice to the Customer.
5.5 Time for payment for the Goods and/or Equipment shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
5.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of either five pound sterling (£5.00) or up to four percent (4.0%) of the Price), or by direct debit, or by internet transfer or by PayPal, or by any other method as agreed to between the Customer and BeanMachines. In the event of a change in payment method from a prior arranged direct debit, then BeanMachines reserves the right to on-charge the Customer for additional administration costs.
5.7 VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
6.1 At BeanMachines’ sole discretion delivery of the Goods and/or Equipment shall take place when:
(a) the Customer takes possession of the Goods and/or Equipment at BeanMachines’ premises; or
(b) the Customer takes possession of the Goods and/or Equipment at the Customer’s nominated address (in the event that the Goods and/or Equipment are delivered by BeanMachines, or BeanMachines’ nominated carrier); or
(c) the Customer’s nominated carrier takes possession of the Goods and/or Equipment, in which event the carrier shall be deemed to be the Customer’s agent.
6.2 At BeanMachines’ sole discretion the costs of delivery are in addition to the Price and, where applicable, charged to the Customer’s account.
6.3 Any time or date for delivery given by BeanMachines to the Customer is given by BeanMachines in good faith, but is an estimate only.
6.4 The Customer shall make all arrangements necessary to take delivery of the Goods and/or Equipment whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods and/or Equipment as arranged, then BeanMachines shall be entitled to charge a reasonable fee for redelivery.
6.5 If BeanMachines shall be unable, through circumstances beyond its control (including, without limitation, lack of shipping instructions from the Customer), to deliver the Goods and/or Equipment within fourteen (14) days after notification to the Customer (or the Customer’s agent) that the Goods and/or Equipment are ready for delivery, BeanMachines shall be entitled to arrange storage on behalf of the Customer, whereupon delivery shall be deemed to have taken place, all risk in the Goods and/or Equipment shall pass to the Customer, and delivery to the Customer of the relevant warehouse receipt shall be deemed to be delivery of the Goods and/or Equipment. All charges incurred by BeanMachines for storage or insurance shall be paid by the Customer within thirty (30) days of submission of an invoice.
6.6 Delivery of the Goods and/or Equipment to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
6.7 BeanMachines may deliver the Goods and/or Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
6.8 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
(a) such discrepancy in quantity shall not exceed 5%; and
(b) the Price shall be adjusted pro rata to the discrepancy.
6.9 The failure of BeanMachines to deliver shall not entitle either party to treat this contract as repudiated.
6.10 BeanMachines shall not be liable for any loss or damage whatever due to failure by BeanMachines to deliver the Goods and/or Equipment (or any part thereof) promptly or at all.
7.1 If BeanMachines retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, BeanMachines is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by BeanMachines is sufficient evidence of BeanMachines’ rights to receive the insurance proceeds without the need for any person dealing with BeanMachines to make further enquiries.
8.1 It is the intention of BeanMachines and agreed by the Customer that ownership of the Goods shall not pass until:
(a) the Customer has paid all amounts owing for the particular Goods; and
(b) the Customer has met all other obligations due by the Customer to BeanMachines in respect of all contracts between BeanMachines and the Customer.
8.2 Receipt by BeanMachines of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then BeanMachines’ ownership or rights in respect of the Goods shall continue.
8.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until BeanMachines shall have received payment and all other obligations of the Customer are met; and
(b) until such time as ownership of the Goods shall pass from BeanMachines to the Customer, BeanMachines may give notice in writing to the Customer to return the Goods or any of them to BeanMachines. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c) BeanMachines shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Customer fails to return the Goods to BeanMachines, then BeanMachines (or BeanMachines’ agent) may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
(e) the Customer is only a bailee of the Goods and until such time as BeanMachines has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for BeanMachines; and
(f) the Customer shall not deal with the money of BeanMachines in any way which may be adverse to BeanMachines; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of BeanMachines; and
(h) BeanMachines can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
(i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that BeanMachines will be the owner of the end products.
9.1 The Customer shall inspect the Goods and/or Equipment on delivery and shall within twenty-four (24) hours notify BeanMachines of any alleged defect, shortage in quantity, damage or failure to comply with the description or quotation. The Customer shall afford BeanMachines an opportunity to inspect the Goods and/or Equipment within a reasonable time following delivery if the Customer believes the Goods and/or Equipment are defective in any way. If the Customer shall fail to comply with these provisions the Goods and/or Equipment shall be presumed to be free from any defect or damage. For defective Goods and/or Equipment, which BeanMachines has agreed in writing that the Customer is entitled to reject, BeanMachines’ liability is limited to either (at BeanMachines’ discretion) replacing the Goods and/or Equipment or repairing the Goods and/or Equipment. Alternatively, BeanMachines shall be entitled at its absolute discretion to refund the Price of the defective Goods in the event that such Price shall already have been paid by the Customer to BeanMachines, or, if the Price has not been so paid, to relieve the Customer of all obligation to pay the same by the issue of a credit note in favour of the Customer in the amount of the applicable Price.
10.1 Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 9.1; and
(b) BeanMachines has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Customer’s cost within seven (7) days of the delivery date; and
(d) BeanMachines will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
10.2 BeanMachines may (at its discretion) accept the return of non-defective Goods for credit or refund but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight.
11.1 Subject to the conditions of warranty set out in clause 11.2, BeanMachines warrants that if any defect in any workmanship of BeanMachines becomes apparent and is reported to BeanMachines within either:
(a) twelve (12) months of the date of delivery for new Goods; or
(b) three (3) months of the date of delivery for second-hand or used Goods;
then BeanMachines will either (at BeanMachines’ sole discretion) repair the defect or remedy the workmanship.
11.2 The conditions applicable to the warranty given by clause 11.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Customer to properly maintain any Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by BeanMachines; or
(iii) any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) The warranty shall cease and BeanMachines shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without BeanMachines’ consent.
(c) In respect of all claims, BeanMachines shall not be liable to compensate the Customer for any delay in either replacing or repairing the workmanship and/or Goods, or in properly assessing the Customer’s claim.
(d) the defective Goods shall be returned to the Seller’s premises at the Customer’s expense, if so requested by BeanMachines and any repaired or replaced Goods shall be redelivered by BeanMachines free of charge to the original point of delivery, but otherwise in accordance with and subject to these Terms and Conditions.
11.3 For Goods not manufactured by BeanMachines, the warranty shall be the current warranty provided by the manufacturer of the Goods. BeanMachines will pass on to the Customer (in so far as possible) the benefit of any warranty given to BeanMachines by such third parties and will (on request) supply to the Customer details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Customer shall be solely responsible to the entire exclusion of BeanMachines for complying with all of these. BeanMachines shall not be bound by nor responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
12. Intellectual Property
12.1 Where BeanMachines has designed, drawn or written Goods and/or Equipment for the Customer, then the copyright in those designs and drawings shall remain vested in BeanMachines, and shall only be used by the Customer at BeanMachines’ discretion. All tools, jigs, moulds or other products used in the manufacture of Goods and/or Equipment shall at all times remain the property of BeanMachines, even when the Customer has paid for them.
12.2 The Customer warrants that all designs or instructions to BeanMachines will not cause BeanMachines to infringe any patent, registered design or trademark in the execution of the Customer’s order.
12.3 Where BeanMachines has supplied Goods and/or Equipment to the Customer, then the Customer undertakes to acknowledge BeanMachines’ as the supplier of those Goods and/or Equipment in the event that images of the Goods and/or Equipment are utilised in advertising or marketing material by the Customer.
13.1 Both BeanMachines and the Customer shall each keep confidential and shall not, without the prior consent in writing of the other, disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods and/or Equipment.
14.1 BeanMachines may cancel these terms and conditions or cancel delivery of the Goods and/or Equipment at any time before the Goods and/or Equipment are delivered by giving written notice. On giving such notice BeanMachines shall repay to the Customer any sums paid in respect of the Price. BeanMachines shall not be liable for any loss or damage whatever arising from such cancellation.
14.2 In the event that the Customer cancels delivery of the Goods, the Customer shall be liable for any loss incurred by BeanMachines (including, but not limited to, any loss of profits) up to the time of cancellation.
15. Default and Consequences of Default
15.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
15.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify BeanMachines from and against all costs and disbursements incurred by BeanMachines in pursuing the debt including legal costs on a solicitor and own client basis and BeanMachines’ collection agency costs.
15.3 Without prejudice to any other remedies BeanMachines may have, if at any time the Customer is in breach of any obligation (including those relating to payment), BeanMachines may suspend or terminate the supply of Goods and/or Equipment to the Customer and any of its other obligations under the terms and conditions. BeanMachines will not be liable to the Customer for any loss or damage the Customer suffers because BeanMachines exercised its rights under this clause.
15.4 If any account remains overdue after thirty (30) days then an amount of ₤20.00 shall be levied as an administration fee and shall be levied for each month that the account remains overdue, which sums shall become immediately due and payable.
15.5 Without prejudice to BeanMachines’ other remedies at law, BeanMachines shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to BeanMachines shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to BeanMachines becomes overdue, or in BeanMachines’ opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
16. Security and Charge
16.1 Despite anything to the contrary contained herein or any other rights which BeanMachines may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to BeanMachines, or BeanMachines’ nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that BeanMachines (or BeanMachines’ nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
(b) should BeanMachines elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify BeanMachines from and against all BeanMachines’ costs and disbursements including legal costs on a solicitor and own client basis.
(c) The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint BeanMachines, or BeanMachines’ nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 16.1.
17. Data Protection Act 1998
17.1 The Customer and the Guarantor/s (if separate to the Customer) authorises BeanMachines to:
(a) collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and
(b) to disclose information about the Customer, whether collected by BeanMachines from the Customer directly or obtained by BeanMachines from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
17.2 BeanMachines may also use information about the Customer to monitor and analyse its business. In this connection the Customer authorises BeanMachines to disclose personal information to agents or third parties engaged by BeanMachines.
17.3 The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
17.4 Where the Customer is an individual the authorities under (clause 17.1) are authorities or consents for the purposes of the Data Protection Act 1998.
17.5 The Customer shall have the right to request BeanMachines for a copy of the information about the Customer retained by BeanMachines and the right to request BeanMachines to correct any incorrect information about the Customer held by BeanMachines.
18. Limitation of Liability
18.1 BeanMachines shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit or goodwill) suffered by the Customer or any third party arising out of a breach by BeanMachines of these terms and conditions.
18.2 In the event of any breach of this contract by BeanMachines, the remedies of the Customer shall be limited to damages and BeanMachines’ liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods and/or Equipment, or for any breach of these terms and conditions, or of any duty owed to the Customer in connection with them shall be limited to the amount of the Price.
18.3 For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict BeanMachines’ liability to any person for death or personal injury to that person resulting from BeanMachines’ negligence.
19. Unpaid BeanMachines’ Rights
19.1 Where the Customer has left any item with BeanMachines for repair, modification, exchange or for BeanMachines to perform any other Service in relation to the item and BeanMachines has not received or been tendered the whole of the Price, or the payment has been dishonoured, BeanMachines shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while BeanMachines is in possession of the item;
(c) a right to sell the item.
19.2 The lien of BeanMachines shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.
20.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.2 These terms and conditions and any contract to which they apply shall be governed by the laws ofEnglandandWalesand are subject to the jurisdiction of the courts ofStockport.
20.3 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by BeanMachines.
20.4 BeanMachines may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
20.5 BeanMachines reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which BeanMachines notifies the Customer of such change. Except where BeanMachines supplies further Goods and/or Equipment to the Customer and the Customer accepts such Goods and/or Equipment, the Customer shall be under no obligation to accept such changes.
20.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
Terms Applicable to Equipment Only
21. Licence to Use
21.1 BeanMachines grants to the Customer a personal, non-exclusive, non-transferable, limited licence to use the Equipment, provided that:
(a) the Customer ensures the Equipment is serviced (every twelve (12) months) and the filter changed (every six (6) months) exclusively by BeanMachines, which shall be additionally charged to the Customer; and
(b) any consumables and sundry items (including, but not limited to, cleaning products for the Equipment) which are to be utilised in conjunction with the Equipment are purchased exclusively from BeanMachines.
21.2 Where the Customer fails to adhere to clause 21.1, BeanMachines may (at their sole discretion) terminate the hire agreement or apply penalty charges to the Customer’s account, the amount immediately becoming due and payable.
21.3 Under no circumstances shall hire of the Equipment by the Customer be subject to a trial period of that Equipment.
22.1 A documentation fee of ninety-five pounds (£95.00), excluding VAT, shall be payable with the Initial Hire Charges payment, as specified in the Hire Agreement.
22.2 Charges shall commence from either the time the Equipment is:
(a) collected by the Customer from BeanMachines’ premises; or
(b) delivered by BeanMachines (or BeanMachines’ nominated carrier) to the Customer’s nominated address; or
(c) the date specified on BeanMachines’ hire agreement (whichever first occurs).
22.3 Hire charges shall be paid on a monthly / quarterly / six monthly / annual basis, as specified on the Hire Agreement, the first payment falling due on the date BeanMachines accept the agreement, with subsequenmt payments due on the same date in each monthly / quarterly / six monthly / annual period. To terminate the hire on, or after, the Minimum Hire Period, the Customer must give BeanMachines not less than one (1) months notice of termination. The hire will then terminate on the last day of the notice period. If the Customer does not terminate the hire at the end of the Minimum Hire Period, payments will continue at the same amount and frequency until notice is received.
22.4 If the Customer wishes to terminate the agreement prior to the expiration of the Minimum Hire Period, the Customer must pay to BeanMachines the remaining hire charges, which would otherwise have been payable to BeanMachines during the Minimum Hire Period.
22.5 In the event of a variation, BeanMachines shall give the Customer a written document stating the reason for the variation, a full description of the variation, any effect the variation will have on the agreement, including but not limited to, the Price and any revised Minimum Hire Period date, and shall require written acceptance by the Customer of the variation prior to execution of the variation.
22.6 No allowance whatever can be made for time during which the Equipment is not in use for any reason, unless BeanMachines confirms special prior arrangements in writing.
23.1 All risk for the Equipment passes to the Customer on delivery or collection from BeanMachines’ premises.
23.2 The Customer accepts full responsibility for the safekeeping of the Equipment and indemnifies BeanMachines for all loss, theft, or damage to the Equipment, howsoever caused, and without limiting the generality of the foregoing, whether or not such loss, theft, or damage is attributable to any negligence, failure, or omission of the Customer.
23.3 The Customer will insure, or self insure, BeanMachines’ interest in the Equipment against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property arising out of the Equipment. Further the Customer will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
23.4 The Customer accepts full responsibility for, and shall keep BeanMachines indemnified, against all liability in respect of all actions, proceedings, claims, damages, costs and expenses in respect of any injury to persons, or damage to property, arising out of the use of the Equipment during the Hire Period, however arising, and whether or not arising from any negligence, failure or omission of the Customer or any other persons.
24.1 The Equipment is and will at all times remain the absolute property of BeanMachines.
24.2 If the Customer fails to return the Equipment to BeanMachines, then BeanMachines, or BeanMachines’ agent, may enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Equipment is situated as the invitee of the Customer and take possession of the Equipment, without being responsible for any damage thereby caused.
24.3 The Customer is not authorised to pledge BeanMachines’ credit for repairs to the Equipment, or to create a lien over the Equipment in respect of any repairs.
25. Customer’s Responsibilities
25.1 PAT testing on the Equipment shall be the Customer’s responsibility, as shall be the cost of such testing.
25.2 The Customer shall:
(a) notify BeanMachines immediately by telephone of the full circumstances of any mechanical breakdown or accident. The Customer is not absolved from the requirements to safeguard the Equipment by giving such notification;
(b) satisfy itself at commencement that the Equipment is suitable for its purposes;
(c) operate the Equipment safely, strictly in accordance with the law and in accordance with any manufacturer’s instruction whether supplied by BeanMachines or posted on the Equipment;
(d) ensure that all persons operating the Equipment are suitably instructed in its safe and proper use;
(e) comply with all occupational health and safety laws relating to the Equipment and its operation;
(f) on termination of the hire period, deliver the Equipment complete with all parts and accessories, clean and in good order as delivered, fair wear and tear accepted, to BeanMachines;
(g) keep the Equipment in their own possession and control and shall not assign the benefit of the agreement nor be entitled to lien over the Equipment;
(h) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment;
(i) employ the Equipment solely for its intended purpose and shall not permit the Equipment of any part thereof to be used by any other party for any other purpose;
(j) not fix any of the Equipment in such a manner as to make it legally a fixture forming part of any freehold.
25.3 Immediately on request by BeanMachines, the Customer will pay:
(a) the new list price of any Equipment that is for whatever reason destroyed, written off or not returned to BeanMachines;
(b) all costs incurred in cleaning the Equipment;
(c) all costs of repairing any damage caused by the ordinary use of the Equipment up to an amount equal to ten percent (10%) of the new list price of the Equipment;
(d) the cost of repairing any damage to the Equipment caused by the negligence of the Customer or the Customer’s agent;
(e) the cost of repairing any damage to the Equipment caused by vandalism, or (in BeanMachines’ reasonable opinion) in any way whatsoever other than by the ordinary use of the Equipment by the Customer.
26.1 No Warranty is provided by BeanMachines in respect of the condition of the Equipment or its fitness for any particular purpose. The Customer shall indemnify and hold harmless BeanMachines in respect of all claims arising out of use of the Equipment.