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CALL OFF SCHEDULE 15: LEASE AGREEMENT

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LEASE AGREEMENT FOR POSTAL GOODS

SUPPLIED UNDER POSTAL GOODS AND SERVICES FRAMEWORK AGREEMENT

RM1063

Between

[CUSTOMER]

and

[Supplier]

Contents

Clause

1. Interpretation………………………………………………………………………………. 1
2. Leased Goods hire………………………………………………………………………. 3
3. Rental Period………………………………………………………………………………. 3
4. Rental Payments and Deposit………………………………………………………. 3
5. Delivery [and installation]……………………………………………………………… 4
6. Title, risk and insurance……………………………………………………………….. 5
7. Customer’s responsibilities…………………………………………………………… 6
8. [Purchase Option…………………………………………………………………………. 9
9. Warranty…………………………………………………………………………………….. 9
10. The SUPPLIER’s Obligations……………………………………………………… 10
11. Maintenance Services (where applicable)…………………………………….. 11
12. Liability……………………………………………………………………………………… 11
13. Termination………………………………………………………………………………. 12
14. Consequences of termination……………………………………………………… 14
15. Force majeure…………………………………………………………………………… 15
16. Confidential information……………………………………………………………… 15
17. Assignment and other dealings……………………………………………………. 16
18. Entire agreement……………………………………………………………………….. 16
19. Variation…………………………………………………………………………………… 16
20. No partnership or agency……………………………………………………………. 16
21. Further assurance……………………………………………………………………… 17
22. Third party rights……………………………………………………………………….. 17
23. Notices……………………………………………………………………………………… 17
24. Waiver……………………………………………………………………………………… 17
25. Rights and remedies………………………………………………………………….. 17
26. Severance………………………………………………………………………………… 17
27. Governing law…………………………………………………………………………… 18
28. Jurisdiction……………………………………………………………………………….. 18

Annex

PAYMENT ANNEX 1: LEASE AGREEMENT CHARGES………………………….. 19

ANNEX 2: LEASED GOODS…………………………………………………………………. 20

Agreed terms

1.                Interpretation

1.1             The following definitions and rules of interpretation apply in this Lease Agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the date that the Customer takes Delivery of the Leased Goods.

Delivery: the transfer of physical possession of the Leased Goods to the Customer at the Site.

Deposit: the deposit amount set out in Annex 1 (Lease Agreement Charges).

Lease Agreement: this legally binding lease agreement for the provision of Leased Goods entered into by the Supplier and the Customer in accordance with the provisions of the Call Off Contract.

Leased Goods: [[DESCRIPTION OF THE GOODS/EQUIPMENT] [OR the items of equipment listed in Annex 2], all substitutions, replacements or renewals of such goods, equipment and all related accessories, manuals and instructions provided for it or any variations by the Customer from time to time in accordance with Clause 19 (Variations).

Payment Annex: Annex 1 which sets out the sums payable under this Lease Agreement.

[Purchase Option: the Customer’s option to purchase the Leased Goods as more fully described in clause 8.]

[Purchase Option Price: the price of the Purchase Option as set out in the Payment Annex 1 (Lease Agreement Charges).]

Site: the Customer’s premises at [LOCATION].

Specification the specification set out in Annex 2 (Leased Goods) relating to the provision of Leased Goods as may be varied by the Customer from time to time in accordance with Clause 19 (Variations).

Rental Payments: the payments made by or on behalf of Customer for hire of the Leased Goods in accordance with Call Off Schedule 3 and Annex 1 (Lease Agreement Charges) and fixed for the period of hire.

Rental Period: the period of hire as set out in clause 3.

Total Loss: [due to the Customer’s default] the Leased Goods is, in the Supplier’s reasonable opinion [or the opinion of its insurer(s)], damaged beyond repair, lost, stolen, seized or confiscated.]

VAT: value added tax chargeable under the Value Added Tax Act 1994.

1.2             Clause, Annex and paragraph headings shall not affect the interpretation of this Lease Agreement

1.3             A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4             The Annexes form part of this Lease Agreement and shall have effect as if set out in full in the body of this Lease Agreement and any reference to this Lease Agreement includes the Annexes.

1.5             A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6             Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.7             Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8             A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9             Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10           References to clauses and Annexes are to the clauses and Annexes of this Lease Agreement and references to paragraphs are to paragraphs of the relevant Annex.

1.11           Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.                Leased Goods hire

2.1             The Supplier shall hire the Leased Goods to the Customer [for use at the Site] subject to the terms and conditions of this Lease Agreement.

2.2             The Supplier shall not, other than in the exercise of its rights under this Lease Agreement or applicable law, interfere with the Customer’s quiet possession of the Leased Goods.

3.                Rental Period

3.1             The Rental Period starts on the Commencement Date and shall continue for a period of [NUMBER] [Guidance Note to the Customer: the minimum lease agreement period should not be less than 6 months and maximum of 6 years] [months OR years] unless this Lease Agreement is terminated earlier in accordance with its terms or by law and shall expire six (6) months after the expiry or termination (however arising) of the exit period of the last Call Off Contract.

3.2             The Customer may wish to extend the period of this Lease Agreement for a further [insert number of months/years]. Any such extension will be notified to the Supplier at least [insert number of months] prior to the Lease Agreement expiry date.

4.                Rental Payments and Deposit

4.1             The Customer shall pay the Rental Payments to the Supplier in accordance with the Payment Annex 1 (subject to any adjustment as provided under Clause 19 (Variations). The Rental Payments shall be paid in pound sterling (£) and shall be made by [PAYMENT METHOD].

4.2             The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.

4.2            The Customer shall make no payment unless the Supplier submits a valid invoice.  Subject to the correction of any errors, the Customer shall, within 30 days of the receipt of a valid and undisputed invoice from the Supplier, pay the Supplier in accordance with the Rental Payments as set out in Payment Annex 1 (Lease Agreement Charges).

4.3            Sums payable pursuant to this Lease Agreement are exclusive of VAT which shall be paid at the prevailing rate providing it is properly detailed on an invoice in compliance with prevailing legislation.

4.3             All amounts due under this Lease Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.4             If the Customer fails to make any payment due to the Supplier under this Lease Agreement by the due date for payment, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall pay the interest together with the overdue amount.

4.5             The Deposit is a deposit against default by the Customer of payment of any Rental Payments or any loss of or damage caused to the Leased Goods. The Customer shall, on the date of this Lease Agreement, pay a deposit of £[AMOUNT] to the Supplier. If the Customer fails without due cause to make any Rental Payments in accordance with the Payment Annex, or causes any loss or damage to the Leased Goods (in whole or in part), the Supplier shall be entitled to apply the Deposit against such default, loss or damage. The Customer shall pay to the Supplier any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. The Deposit (or balance thereof) shall be refundable within [five (5)] Business Days of the end of the Rental Period.

5.                Delivery [and installation]

5.1             Delivery of the Leased Goods shall be made by the Supplier. The Supplier shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties. Title and risk shall transfer in accordance with clause 6 of this Lease Agreement.

5.2             [The Customer shall procure that a duly authorised representative of the Customer shall be present at the Delivery of the Leased Goods. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Leased Goods and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended [(save as regards any latent defects not reasonably apparent on inspection)]. If required by the Supplier, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.]

OR

5.3             [The Supplier shall at the Customer’s expense install the Leased Goods at the Site. The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Leased Goods. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Leased Goods and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended  [(save as regards any latent defects not reasonably apparent on inspection)]. If required by the Supplier, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.]

5.4             To facilitate Delivery [and installation], the Customer shall [at its sole expense] provide all requisite materials, facilities, access and suitable working conditions to enable Delivery [and installation] to be carried out safely and expeditiously [including the materials, facilities, access and working conditions specified in Annex 2 (Leased Goods)].

5.5             Where there is a breakdown, the Leased Goods shall be deemed to have been handed into the Supplier’s custody when the Supplier’s representative, including any maintenance agent, arrives at the location of the breakdown.

5.6             Where the Supplier is able to repair the damaged Leased Goods and the Customer is satisfied that the Leased Goods has been fully repaired, the Leased Goods shall be returned to a location as required by the Customer.

5.7             All Leased Goods supplied to the Customer under this Lease Agreement shall comply in full with the Specification or any additional specification provided by the Customer to the Supplier.

5.8             In the event that any Leased Goods are found to be faulty or damaged upon Delivery from the Supplier, providing such fault or damage does render the Leased Goods unsatisfactory or materially affect its operation, the Supplier shall provide suitable substitute Leased Goods upon request by the Customer.  Where the Supplier is unable to provide a suitable substitute upon request by the Customer, the Customer shall have the right to hire/procure Leased Goods from an alternative source.  Any additional costs incurred by Customer as a consequence of hiring/procuring Leased Goods from an alternative supplier shall be charged in full to the Supplier.

6.                Title, risk and insurance

6.1             The Leased Goods shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Leased Goods (save the right to possession and use of the Leased Goods subject to the terms and conditions of this Lease Agreement) [except where the Customer purchases the Leased Goods pursuant to the Purchase Option in clause 8].

6.2             The risk of loss, theft, damage or destruction of the Leased Goods shall pass to the Customer on Delivery. The Leased Goods shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Leased Goods is in the possession, custody or control of the Customer (“Risk Period”) until such time as the Leased Goods are redelivered to the Supplier. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

(a)          insurance of the Leased Goods to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;

(b)         insurance for such amounts as a prudent Supplier or operator of the Leased Goods would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Leased Goods; and

(c)          insurance against such other or further risks relating to the Leased Goods as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer.

6.3             All insurance policies procured by the Customer shall be endorsed to provide the Supplier with at least [twenty (20)] Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the Supplier’s request name the Supplier on the policies as a loss payee in relation to any claim relating to the Leased Goods. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.

6.4             The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Leased Goods arising out of or in connection with the Customer’s possession or use of the Leased Goods.

6.5             If the Customer fails to effect or maintain any of the insurances required under this Lease Agreement, the Supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.

6.6             The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.

7.                Customer’s responsibilities

7.1             The Customer shall during the Lease Period of this Lease Agreement:

(a)          ensure that the Leased Goods is kept and operated in a suitable environment[, which shall as a minimum meet the requirements set out in Annex 2], used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions [provided by the Supplier];

(b)         take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Leased Goods are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

(c)          keep the Supplier fully informed of all material matters relating to the Leased Goods;

(d)         [keep the Leased Goods at all times at the Site and shall not move or attempt to move any part of the Leased Goods to any other location without the Supplier’s prior written consent] [OR at all times keep the Leased Goods in the possession or control of the Customer and keep the Supplier informed of its location];

(e)          provide to the Supplier reasonable notice of when the Leased Goods requires a service and/or other maintenance/repairs;

(f)          bear the reasonable cost of the repair or rectification of any damage to the Leased Goods resulting from negligence or improper use of the Leased Goods by the Customer or any person permitted by the Customer to use the Leased Goods;

(g)         not sell, assign, mortgage, let or hire or otherwise dispose of or part with possession of any Leased Goods or part thereof or charge the benefit of this Lease Agreement nor attempt or purport to do so;

(h)         with the prior agreement of the Customer, permit the Supplier or its authorised representatives at all reasonable times to enter upon the premises where the Leased Goods may from time to time be kept to inspect and test the condition of the Leased Goods;

(i)           not use or permit the Leased Goods to be used or operated in a manner contrary to any statutory provision or regulation or in any way contrary to law;

(j)           shall monitor the Lease Agreement and, where necessary, shall be entitled to make recommendations to the Supplier for improving the standard of the Supplier’s performance under this Lease Agreement;

(k)         permit the Supplier or its duly authorised representative to inspect the Leased Goods at all reasonable times and for such purpose to enter upon the Site or any premises at which the Leased Goods may be located, and shall grant reasonable access and facilities for such inspection;

(l)           not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Leased Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(m)        not without the prior written consent of the Supplier, attach the Leased Goods to any land or building so as to cause the Leased Goods to become a permanent or immovable fixture on such land or building. If the Leased Goods does become affixed to any land or building then the Leased Goods must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Leased Goods from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;

(n)         not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Leased Goods and, where the Leased Goods has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Leased Goods both during the term of this Lease Agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Leased Goods and a right for the Supplier to enter onto such land or building to remove the Leased Goods;

(o)         not use the Leased Goods for any unlawful purpose;

(p)         ensure that at all times the Leased Goods remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Leased Goods;

(q)         deliver up the Leased Goods at the end of the Rental Period or on earlier termination of this Lease Agreement at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Site or any premises where the Leased Goods is located for the purpose of removing the Leased Goods; and

(r)          not do or permit to be done anything which could invalidate the insurances referred to in clause 6.

7.2             The Customer acknowledges that the Supplier shall not be responsible for any loss of or damage to the Leased Goods arising out of or in connection with any negligence, misuse, mishandling of the Leased Goods or otherwise caused by the Customer or its officers, employees, agents and contractors[, and the Customer undertakes to indemnify the Supplier on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this Lease Agreement].

8.                [Purchase Option

8.1             The Customer shall, subject to clause 8.2, have the option, exercisable by not less than [twenty (20)] Business Days’ written notice to the Supplier, to purchase the Leased Goods on the last Business Day of the Rental Period at the Purchase Option Price.

8.2             The Purchase Option may be exercised only if all amounts due to the Supplier under this Lease Agreement up to the date of exercise of the Purchase Option have been paid in full by the Customer.

8.3             Upon completion of the purchase of the Leased Goods under this clause 8, such title to the Leased Goods as the Supplier had on the Commencement Date shall transfer to the Customer. The Leased Goods shall transfer to the Customer in the condition and at the location in which it is found on the date of transfer.]

9.                Warranty

9.1             The Supplier warrants that the Leased Goods shall substantially conform to its Specification (as made available by the Supplier), be of satisfactory quality and fit for any purpose held out by the Supplier. The Supplier shall use all reasonable endeavours to remedy, free of charge, any material defect in the Leased Goods which manifests itself within [twelve (12)] months from Delivery, provided that:

(a)          the Customer notifies the Supplier of any defect in writing within [ten (10)] Business Days of the defect occurring [or of becoming aware of the defect];

(b)         the Supplier is permitted to make a full examination of the alleged defect;

(c)          the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Supplier’s authorised personnel;

(d)         the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and

(e)          the defect is directly attributable to defective material, workmanship or design.

9.2             Insofar as the Leased Goods comprises of or contains components which were not manufactured or produced by the Supplier, the Customer shall be entitled only to such warranty or other benefit as the Supplier has received from the manufacturer.

9.3             If the Supplier fails to remedy any material defect in the Leased Goods in accordance with clause 9.1, the Supplier shall, at the Customer’s request, accept the return of part or all of the Leased Goods and make an appropriate reduction to the Rental Payments payable during the remaining term of the Lease Agreement and, if relevant, return any Deposit (or any part of it).

10.             The SUPPLIER’s Obligations

10.1           The Supplier warrants, represents and undertakes that it has obtained all necessary rights, licences and consents that it needs to carry out its obligations under this Lease Agreement in respect of the Leased Goods  and which are necessary or appropriate for the Customer to utilise the Leased Goods for the purposes which are set out in its Specification.

10.2           The Supplier shall ensure that the Leased Goods:

10.2.1 correspond with the description in the Specification and any method                         statements;

10.2.2 be of satisfactory quality (and as far as applicable within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgment;

10.2.3 where applicable, be free from defects in design, materials and workmanship and remain so in accordance with any warranty period; and

10.2.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Leased Goods.

10.3 The Customer shall have the right to inspect and test the Leased Goods at any time before delivery.

10.4     If following such inspection or testing the Customer considers that the Leased Goods do not conform or is unlikely to comply with the Supplier’s undertakings at Clause 10.2, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

10.5     Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Leased Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Lease Agreement, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

10.6     In the event that the Customer discovers an error or defect in the Leased Goods which affects the use or performance of the Leased Goods or causes it to perform other than in accordance with the Specification, and notifies the Supplier of the error or defect within the warranty period, then the Supplier shall correct the error or defect at its own expense so that the Leased Goods performs in accordance with and provides all the facilities and functions set out in the Specification within [insert no of days] days of the notification (or within such other period as the parties may agree).

10.7     The Supplier shall ensure that suitable Leased Goods are made available to the Customer as required throughout the Rental Period.  The Supplier shall provide as near as possible substitute Leased Goods in the event that the Leased Goods requires warranty repairs, fair wear and tear repairs, inspection or maintenance, unless otherwise agreed by the Customer.

10.8     Where damaged Leased Goods cannot be repaired and returned to the Customer in a serviceable condition, the Supplier shall provide Leased Goods (where requested by the Customer) with as near as possible specification to that of the defective Leased Goods at no extra cost to the Customer. This requirement will incur a charge to the Customer only where the Leased Goods have been subject to abuse or accidental damage by the Customer. 

11.             Maintenance Services (where applicable)

11.1     The Supplier shall provide maintenance services to the Customer from the             Commencement Date for the period of [insert number of months/years]             pursuant to this Lease Agreement.

11.2     The maintenance services shall be provided at [insert frequency ] and at all times  in accordance with the information set out in the Specification and to a standard which is acceptable to the Customer.

12.             Liability

12.1           Without prejudice to clause 12.2, the Supplier’s maximum aggregate liability for breach of this Lease Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed £[ Customer to specify AMOUNT].

12.2           Nothing in this Lease Agreement shall exclude or in any way limit:

(a)          either party’s liability for death or personal injury caused by its own negligence;

(b)         either party’s liability for fraud or fraudulent misrepresentation; or

(c)          [liability for any breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973 or] or section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be excluded by law.

12.3           This Lease Agreement sets forth the full extent of the Supplier’s obligations and liabilities in respect of the Leased Goods and its hiring [and sale] to the Customer. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Supplier except as specifically stated in this Lease Agreement. Any condition, warranty or other term concerning the Leased Goods which might otherwise be implied into or incorporated within this Lease Agreement, whether by statute, common law or otherwise, is expressly excluded.

12.4           Without prejudice to clause 12.2, neither party shall be liable under this Lease Agreement for any:

(a)          loss of profit (whether direct or indirect);

(b)         loss of revenue (whether direct or indirect)

(c)          loss of business (whether direct or indirect);

(d)         special loss or damage;

(e)          damage to goodwill (whether direct or indirect);

(f)          indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

12.5           Subject always to Clauses 12.1 and 12.2, the provisions of Clause 12.4 shall not be taken as limiting the right of the Customer to amongst other things, recover as a direct loss any:

(a)          additional operational and/or administrative costs and expenses arising from the Supplier’s default; and/or

(b)         wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from the Supplier’s default.

13.             Termination

13.1          Either party shall be entitled with immediate effect by giving written notice to the other party upon the happening of any of the following events to terminate the Lease Agreement without prejudice to any accrued rights or remedies under the Lease Agreement, where the other party:

(i)         commits a fundamental  breach of the terms of this Lease Agreement; or

(ii)        shall do or allow to be done any act or thing which in the reasonable opinion of the other may jeopardise that party’s rights in the Leased Goods or any part thereof; and

(iii)       in each and every such case where the breach is capable of remedy, fails to remedy the same within twenty-one (21) days of receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

13.2     Without affecting any other right or remedy, either party shall be entitled with immediate effect by giving written notice to the other party if any of the following events shall occur, namely:

13.2.1  if any distress, execution, or other legal process in respect of either party shall be levied on or against the Leased Goods or any part thereof or against any premises where the same may be or against any of the party’s goods or other property or the party shall permit any judgment against it to remain unsatisfied for seven (7) days; or

13.2.2  if a party, being a body corporate, shall enter into any liquidation, shall call any meeting of its creditors or shall have a receiver or receiver manager of all or any of its undertaking or assets appointed, or shall suffer the appointment or the presentation of a petition for the appointment of an administrator under the provisions of Part II of the Insolvency Act 1986, or shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts, then in each and every such case the hire constituted by this Lease Agreement shall  without notice terminate and no payment subsequently accepted by the Supplier or payment subsequently made by the Customer without knowledge of such termination shall in any way prejudice or affect the operation of this clause.

13.3     On termination of the Lease Agreement, the Customer shall (unless otherwise agreed with the Supplier) return the Leased Goods to the Supplier as agreed between the parties.

13.4           This Lease Agreement shall automatically terminate if a Total Loss occurs in relation to the Leased Goods.

13.5           The Customer may terminate this Lease Agreement at any time in respect of any Leased Goods as a result of changes to the Customer’s operational requirements.  The Customer shall give [insert no of ] months written notification to the Supplier of its intention to terminate and it is expected that the Supplier shall give a discount of at least 5% [of the total Rental Payments due] for early settlement.

14.             Consequences of termination

14.1           Upon termination of this Lease Agreement, however caused:

(a)          the Supplier may, by its authorised representatives, and at its own cost, retake possession of the Leased Goods and for this purpose may enter the Site or any premises at which the Leased Goods is located; and

(b)         the Customer shall make Leased Goods available for collection by the Supplier at a date and time agreed by the parties. The parties agree that the condition of any returned Leased Goods will be commensurate with the Leased Goods’ intended use, age and any fair wear and tear; and

(c)          notwithstanding the Supplier’s responsibility to collect the Leased Goods upon the expiry or termination of the Lease Agreement, the Customer shall at its own expense ensure the safe and proper storage of the Leased Goods until the Leased Goods are collected by the Supplier;

(d)         [the Customer shall at its own cost, remove all Customer data that is stored in or on the Leased Goods;] and

(e)          without prejudice to any other rights or remedies of the Customer, the Customer shall pay to the Supplier on demand:

(i)          all Rental Payments (but subject to a discount of at least 5% [of the total Rental Payments due] for early settlement; and

(ii)         other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4;

(iii)       any costs and expenses incurred by the Supplier in recovering the Leased Goods and/or in collecting any sums due under this Lease Agreement (including any storage, insurance, repair and transport costs).

14.2           Termination or expiry of this Lease Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Lease Agreement which existed at or before the date of termination or expiry.

14.3           In the case of any dispute between the parties about their respective obligations under this Clause 14, the dispute shall be resolved through Dispute Resolution Procedure as detailed in the Call Off Contract.

15.             Force majeure

Neither party shall be in breach of this Lease Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Lease Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances [the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations]. If the period of delay or non-performance continues for [NUMBER] [weeks OR months], the Customer has the right to terminate this Lease Agreement and the Supplier shall refund or reimburse the Customer any such Rental Payments paid in advance for the period beyond the date of termination.

16.             Confidential information

16.1           Each party undertakes that it shall not [at any time OR at any time during this Lease Agreement, and for a period of [five] years after termination of this Lease Agreement,] disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs], except as permitted by clause 16.2.

16.2           Each party may disclose the other party’s confidential information:

(a)          to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Lease Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and

(b)         as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3           No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Lease Agreement.

16.4           The Customer and the Supplier shall comply with the provisions of the Data Protection Act 1998.

16.5           Notwithstanding the requirements of Clause 16.1, the Supplier hereby acknowledges that the Customer may receive requests for information relating to the Lease Agreement and the services which, the Customer may be under a statutory obligation to disclose pursuant to the Freedom of Information Act 2000 (“FOI”) or the Environmental Information Regulations 2004 (“EIR”) or any subordinate legislation.  The Supplier herein agrees to provide information and render all assistance necessary to assist the Customer in meeting its legal requirements under the FOI or EIR within any applicable timescales.

17.             Assignment and other dealings

This Lease Agreement is personal to the parties and neither party shall assign, novate, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Lease Agreement.

18.             Entire agreement

18.1           This Lease Agreement and Call Off Contract together constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2           Each party acknowledges that in entering into this Lease Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Lease Agreement or Call Off Contract.

19.             Variation

19.1           No variation of this Lease Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.2           The Customer may from time to time require changes to the Specification and accordingly the Customer may, and upon giving (7) days’ written notice thereof to the Supplier (or such other period as may be agreed between the parties), issue instructions to vary the Lease Agreement.

20.             No partnership or agency

20.1           Nothing in this Lease Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.2           Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21.             Further assurance

[At its own expense, each OR Each] party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Lease Agreement.

22.             Third party rights

Nothing in this Lease Agreement confers or purports to confer on any third party (as defined in the Contracts (Rights of Third Parties) Act 1999) any benefit under or any right to enforce any term of this Lease Agreement.

23.             Notices

Notices may be sent between the parties via post or email (with a confirmatory copy by post) or personal delivery to the other party at its address set out in the description of the parties or to such other address notified in writing to the sender.  Notices sent by registered post shall be deemed to have been received forty-eight (48) hours after sending (as evidenced by the sender’s receipt), notices sent by e-mail shall be deemed to have been received on the first working day after sending (as shown by the timed print out on or with the sender’s copy) and notices sent by personal delivery shall be deemed to have been received at the time delivery is acknowledged.

24.             Waiver

No failure or delay by a party to exercise any right or remedy provided under this Lease Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

25.             Rights and remedies

Except as expressly provided in this Lease Agreement, the rights and remedies provided under this Lease Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

26.             Severance

If any provision or part-provision of this Lease Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Lease Agreement.

27.             upgrades and improvements

At any time the Customer may request the Supplier to upgrade or improve the Leased Goods by replacing component parts (but not Leased Goods in their entirety) with new or used parts or by installing new software.

28.             Governing law

This Lease Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

29.             Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Lease Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Lease Agreement has been entered into on the date stated at the beginning of it.

PAYMENT ANNEX 1: LEASE AGREEMENT CHARGES

ANNEX 2: LEASED GOODS