CONDITIONS OF BUSINESS of A & C LIMITED,
PRODUCTION CONSULTANTS, PRECISION ENGINEERS,
PHOTOGRAPHIC EQUIPMENT MANUFACTURES,
SELLING EQUIPMENT TO THE FILM & TV INDUSTRIES.
These Conditions of Business shall apply to all transactions for the
supply of equipment, materials and services (including the services of
technicians and other personal) by A & C Ltd.
In these Conditions A & C Ltd. supplying the equipment, materials
and services is referred to as "the Company" and the company, person or
firm dealing with the Company is referred to as "the Customer".
3. The Customer acknowledges and agrees by placing orders with the Company that:-
(i) This is a business transaction in which both parties are freely entering.
These Conditions include clauses which exclude, limit or modify the
liability of the Company and provide for an indemnity from the Customer
in certain circumstances.
(iii)The value of the
equipment and materials which may be entrusted to the Company by the
Customer and of the work for which the customer obtains the Company's
equipment, materials and services will vary considerably and may be
wholly disproportionate to the Company's charges which are not and
cannot be varied to accord to such values.
processing, handling, storage or transportation by the Company of the
Customers equipment and materials and the supply by the Company to the
Customer of equipment and materials (by hire, sale or otherwise) and of
services including the services of technicians at the customers risk
has been the basis of dealings with Customers in the past and is the
custom of the industry in which the Company is engaged.
These Conditions apply whether or not the Customer is operational
within the disciplines, custom and practice of the film, television or
4. The Customer similarly acknowledges and agrees that:-
The Company does not and cannot give any guarantee that equipment and
materials supplied will not be in some respects defective or unfit for
their purpose. It is therefore necessary for the Customer to ensure
that checks and tests are made upon equipment and materials before they
are put into use both for completeness and correct functioning and
fitness for the Customers purpose.
(ii) It is
preferable for the Customer itself to collect equipment and materials
to be supplied by the Company from the Company's premises both to
minimise the possibility of any delay and in order that the Customer
may carry out the necessary checks and tests referred to in the
foregoing subclass (i) prior to the equipment and materials leaving the
Company's premises. It is also preferable for the Customer to return
the equipment to the Company's premises. Where at the request of the
Customer the Company delivers or collects equipment or materials such
delivery or collection shall be at the Customers risk and expense as
provided in these conditions. It is necessary for the Customer to
ensure that its technicians are conversant with the type of equipment
and services to be used. The Company is prepared to assist the Customer
in this respect where so requested.
is in a better position than the Company to ensure the Customer's
materials, work, and operations against loss, damage or liability
caused by, arising out of or in connection with equipment, materials
and services supplied by the Company for the reasons (among others):-
The Customer knows better than the Company the facts about intended use
and situation of the equipment, materials and services and the
potential losses flowing from any breakdown, accident, damage or delay
for the purposes of insurance.
(b) The Customer is or ought to be insured against such risks in respect of the rest of its operation.
The Customer is able and to ensure that equipment and materials are
checked and tested in good time in order to minimize the risk of such
(d) The Customer is able and ought to take
precautions which will guard against or mitigate losses caused by any
such breakdowns, accidents, damage or delays; for example: by having
available where the circumstances so warrant the services of suitably
qualified and experienced maintenance engineers and reserves of
essential items by taking adequate precautions to protect equipment and
materials from the elements and other perils, by filming with more than
one camera by viewing daily rushes or by arranging for rushes to be
viewed and reported on expeditiously.
(e) The Customer is generally in the best position to know what has occurred in the event of an insured occurrence.
(f) The Company's prices are not calculated upon the basis that it is accepting liability for any such risks.
The Company advises and expects the Customer wherever possible to take
out insurance (which must be marked "without recourse against the
Company") against loss,damage or liability caused by arising out of or
connected with defects or deficiencies in equipment or materials or
services supplied by the Company whether caused by negligence or breach
of Contract of the Company or howsoever caused. The Customer ought also
to insure against claims by the Customer's employees, technicians,
artists and other persons arising out or connected with the Customer's
use of the Company's facilities.
(v) The Company
requires hired equipment to be insured against physical loss or damage
for its full replacement value from the time it leaves the Company's
premises until it is returned. Regardless of whether it is the Company
or the Customer which effects such insurance, The Customer must make
full disclosure of all material circumstances affecting such insurance.
The Customer must bear in mind that Insurers may include in the Policy
conditions designed to exclude from cover the consequences of failure
to take reasonable precautions for the safety of equipment. In these
circumstances, for example, to leave valuable equipment in unattended
vehicle whether locked or otherwise may well be regarded by Insurers as
sufficient to exclude liability under the policy.
The Company is willing to negotiate a variation of these Conditions at
the request of the Customer. No variation is effective unless set out
in a form which complies with Clause 1. of these Conditions.
The Company enters into all agreements with the Customer solely on the
terms of these Conditions and no representation or warranty collateral
or otherwise shall bind the Company and no statement made by any other
representative by or on behalf of the Company shall vary these
Conditions unless such representation, warranty or statement shall be
made in writing and signed by a Director of the Company and shall be
stated to be made specifically in pursuance of this Clause 1. of these
Conditions. The Company shall not be bound by any conditions of
business of the Customer unless such conditions are expressly accepted
by the Company by statement made in writing, signed by a Director and
stated to be made specifically in pursuance of this Clause 1. as
aforesaid. Where there is any variance between the Customer's
conditions and these Conditions, these Conditions shall prevail.
In so far as any exclusion, limitations or modification of liability of
indemnity hereinafter appears, the Company contracts on behalf of
itself, its Directors, Servants and Agents and the same shall inure to
the benefit not only of the Company but also of its Directors, Servants
3. (i) Where in these Conditions the
liability of the Company in respect of any loss or damage is excluded
or modified in any way, the Company does not intend or seek to purport
thereby to exclude, restrict or modify its liability for the death of
or personal injury to any person resulting from negligence as defined
in Section 1. of the Unfair Contract Terms Act 1977 and these
Conditions shall have effect accordingly.
in these Conditions is intended to exclude, restrict or modify
liability on the part of the Company for any breach of the obligations
arising from Section 12 of the Sale Of Goods Act 1979 or section 8 of
the Supply of Goods Implied Terms Act 1973 and these conditions shall
have effect accordingly.
4. (i) All equipment and
materials are entrusted to the Company and all equipment and materials
and services are supplied by the Company entirely at the Customer's
risk. Except as provided in Clauses 6 and 7 below (and subject to
Clause 3 above) the Company shall not in any circumstances be liable
for loss or damage of any kind, however caused, even where such loss or
damage shall have been caused or contributed to by the negligence of
(ii) Without prejudice to the generality
of the foregoing subclause (i) of this clause where at the request of
the Customer the Company supplies the services of a technician or other
person to the Customer, such technician or other person shall for the
purpose of any liabilities to third parties or loss or damage sustained
by the Customer or by the Company or by any such technician or other
person be deemed to be the servant of the Customer and the said
services shall be deemed to be rendered by the Customer and (subject to
clause 3 above) the Company shall not be liable for loss or damage of
any kind, however caused, even where such loss or damage shall have
been caused or contributed to by the negligence of the Company.
Time is not of the essence of any contract with the Customer and the
Company shall not be liable for any delays in the supply of equipment,
materials and services by it, or any losses whatsoever due to any such
delays howsoever caused.
5. Where the Customer insures
its materials and its work and operations against loss, damage or
liability caused by or arising out of or in connection with equipment,
materials or services supplied by the Company or any contract with the
Company, the Customer shall inform insurers of these Conditions and
shall ensure that its policy is endorsed to the effect that there shall
be no recourse against the Company.
6. All equipment
and materials supplied by the Company shall be examined and checked and
subjected to appropriate tests by or under the supervision of the
Customer before being taken into use and if found to be defective or
deficient will be replaced or defects and deficiencies remedied by the
Company without additional charge, but in no circumstances shall the
Company be liable for transportation charges or for any loss or damage
of whatever kind however caused arising out of or in connection with
the use or the inability to use equipment and materials supplied or
agreed to be supplied.
7. (i) Subject to the
provisions of subclause (ii) of this clause the Customer shall at all
times keep the Company, its Directors, Servants and Agents effectively
indemnified against all actions, proceedings, costs, charges, claims,
expenses and demands whatsoever which may be made or brought against
the Company, its Directors, Servants or Agents by any third party in
respect of any alleged injury, loss, damage or expense arising out of
or in connection with the equipment, materials or services supplied by
the Company even where such injury, loss, damage or expense is caused
wholly or in part by the negligence or breach of contract of the
Company, its Directors, Servants or Agents.
Where actions, proceedings, costs, charges, claims, expenses and
demands such as referred to in the foregoing subclause (i) of this
clause, are in respect of death or personal injury caused wholly or in
part by the negligence of the Company, its Directors, Servants or
Agents or by breach of contract of the Company, neither the Company nor
its Directors, Servants or Agents shall claim indemnity from the
Customer in respect of such proportion of such actions, proceedings,
costs, charges, claims, expenses, demands as shall be found to be due
to their negligence or breach of contract as the case may be.
(i) The hire charge for equipment commences from whichever is the
earlier of the time the equipment is made available to the Customer or
leaves the Company's premises and is terminated at the end of the
agreed hire period or when the equipment is returned there or if
damaged, repaired or if lost or damaged beyond repair, replaced,
whichever is the later; provided that the amount of any additional hire
charge payable as a direct result of accidental loss or damage to
equipment shall not exceed 15 weeks rental.
Where equipment is delivered or collected by the Company such delivery
or collection is at the Customer's risk and expenses and the Customer
shall be liable for physical loss and damage and delay to the equipment
from the time the equipment leaves the Company's premises until it is
returned to the Company's premises whether or not the equipment is
being delivered or collected by the Company or is in the custody of the
Company, its directors servants or agents.
The reduced rate for weekly hire of equipment is for any 7 consecutive
days, additional part-week hire period will be charged at daily or
weekly rates, whichever is the less.
The Customer shall compensate the Company for any loss which the
Company may suffer as a result of any cancellation or variation of any
order for the supply of equipment, materials or services or failure to
return any hired equipment to the Company's premises at the termination
of the agreed hire period in good condition, fair wear and tear
excepted (subject however to the provisions of subclause (ii) of this
clause) or for any breach by the Customer of these Conditions. The
Customer shall pay to the Company the full replacement value of hired
equipment not returned or the full cost of repairing any damage
together with any additional hire charge calculated in accordance with
the provisions of clause 8(i) of these conditions due to loss or
damage. Where, in accordance with the provisions of clause 16 of these
Conditions, the Company undertakes to effect insurance in respect of
equipment supplied, the Customer's liability under this clause will be
reduced by the amount recoverable under such insurance.
Filters, ground glasses and similar items are supplied on the basis
that any deterioration while in the Customer's possession is the
responsibility of the Customer and the Customer will be charged with
replacement cost where any such deterioration occurs.
The Company shall at its own expense at all times during the hire
period make any repair or supply such replacement of equipment as may
be necessitated by ordinary wear and tear provided that the Customer
returns any equipment needing attention to the Company's premises,
carriage, insurance and handling charges including charges for the
return journey of repaired or replacement equipment to be paid by the
Customer. The Company will suspend the payment of hire charge during
the period in which the equipment is out of service or until it is
replaced as the case may be, but the Company shall in no circumstances
be liable to the Customer for any loss or damage or expense incurred or
sustained in connection with or resulting from the return or repair or
replacement of such equipment.
the previous consent of the Company, hired equipment must not be used
on any abnormal or hazardous assignment or taken out of the United
Kingdom or taken from the ground other than on a regular scheduled
flight by any airline recognized by I.A.T.A. Customers must keep hired
equipment in their custody and must ensure that it is used in a skilful
and proper manner by persons having the appropriate qualifications and
experience and who are familiar with the type of equipment. Customers
must protect hired equipment from the elements and take all reasonable
precautions for its safety. Under no circumstances may Customers alter,
add to, modify, adapt or misuse equipment hired to them by the Company
or remove or disfigure any label or plate or identification or affix
to, such equipment install thereon or insert therein any accessory,
equipment or device incompatible with its proper use.
Customers must not sell, loan, assign, pledge, encumber, part with
possession or suffer any lien to be created over hired equipment and
the Company may terminate any hiring forthwith and without notice in
the event of a Customer making any attempt to do so or doing any act or
omitting to do any act which in the opinion of the Company jeopardizes
the Company's rights in the equipment or becoming the subject of any
bankruptcy or liquidation proceedings or becoming insolvent or allowing
any judgement or well founded claim to remain unsatisfied or failing to
pay any hire charge or other sum due to the Company or failing to
comply with these conditions.
Customer agrees that a representative of the Company may enter upon any
premises upon which hired equipment may be kept or reasonable believed
to be kept for the purpose of its recovery at the termination of any
hiring period, and where such equipment is on premises not occupied or
under the control of the Customer, the Customer undertakes to secure
for the Company permission to enter for such purposes and the Customer
shall compensate the Company for any costs incurred in repossessing
14. The Customer agrees that
any film, magnetic tape equipment, materials or property in the
possession or custody of or handled by the Company may be subject to a
lien for the general balance of the moneys from time to time due to the
Company from the Customer however arising.
(i) Where the Company sells equipment or materials to the Customer, the
risk therein shall pass to the Customer when the equipment or materials
leave the Company's premises, but equitable and beneficial ownership
shall remain with the Company until full payment has been received
(each order being considered as a whole) or until bonafide resale by
the Customer at full market value, in which case the Company's
beneficial entitlement shall attach to the proceeds of resale or the
claim for such proceeds.
(ii) Should the
equipment or materials become constituents of or attached to or be
converted into other products while subject to the Company's equitable
and beneficial ownership, the Company shall have an equitable and
beneficial ownership in the other products as if they were solely and
simply the equipment or materials and accordingly subclause (i) in this
clause shall so far as appropriate apply to such other products.
(i) The Customer undertakes to insure all hired equipment supplied by
the Company at its full replacement value against physical loss or
damage from the time it leaves the Company's premises until it is
returned to the Company's premises. Such insurance may at the option of
the Customer be effected either by the Customer or by the Company on
the Customer's behalf. Where the Customer effects insurance the
Customer shall ensure the Company's interest is noted by insurers and
shall notify the Company accordingly and give such other details of the
policy or policies as the Company may require. Particulars of
replacement values will be supplied by the Company on request. Any
insurance arranged by the Customer shall be in terms not less
favourable than the terms of the Company's insurance policy, copies of
which may be obtained on request from the Company.
Where the Customer does not effect its own insurance, the Customer
shall notify the Company prior to hired equipment leaving the Company's
premises and the Company will effect insurance corresponding to the
terms of insurance set out in the summary on the Customer's behalf and
request. Full details of the cover provided and the terms, exceptions
and conditions of the policy shall be made available by the Company at
the Customer's request. It must be noted that the Customer is required
to pay the first ?250.00 of any loss and that while the cover which the
Company can effect represents the maximum cover available on a general
basis under present conditions, the Customer will nevertheless remain
liable for additional hire charges and for all risks of loss or damage
(including for example war risks) without limitations in accordance
with these Conditions. A charge will be made by the Company to the
Customer in respect of such insurance. The Customer undertakes to make
full disclosure of all material circumstances affecting such insurance
(for example overseas or hazardous or abnormal use or use which may
expose equipment to the elements or use involving non-scheduled
aviation) and undertakes not to do or omit to do anything which would
have the effect of invalidating such insurance. Any such disclosures
must be made or confirmed by letter sent to the Company by recorded
delivery to reach it in sufficient time for underwriters to be
17. The Customer acknowledges that
all equipment is subject to copyright retained by the Company and that
no attempt should be made to infringe or threaten to infringe the
copyright aforesaid. Any such action by the Customer may result in the
institution of legal proceedings on behalf of the Company.
No acceptance of the return or repossession of the equipment nor the
granting of any indulgence by the Company shall constitute a waiver by
the Company of any of its rights under these Conditions.
All accounts are rendered for immediate settlement. Where credit is
granted by the Company payment must be made within 30 days from the
date of the invoice. Interest of 1.5% per month will be payable on all
accounts not settled within 30 days from the date of the invoice, such
interest to be calculated from the date of the invoice.
When the Company supplies the services of technicians and other
personnel, such services are supplied, subject to the provisions of any
relevant union agreement and contract of service and the Customer shall
observe and perform the same.
21. Any advice,
instructions, guidance, representation or statement in connection with
or in relation to the nature, use and application of any equipment,
materials or services supplied by the Company given or made by any
Director or by any Servant or Agent of the Company or by any Technician
whose services are supplied to the Customer is given or made only on
the condition that the Company shall in no circumstances be liable
therefore or for loss or damage of any kind resulting therefrom,
however caused. No recommendation or nomination by the Company of any
person whose services the Customer engages shall in any circumstances
render the Company its Directors, Servants or Agents liable for any
loss or damage of any kind resulting therefrom or connected therewith
22. Products manufactured by
A&C LTD do NOT fall within the present scope of the WEEE Directive
2002/96/EC as they are ?Non Obligated Products?. Purchasers of
equipment from A&C LTD are responsible for the safe disposal of the
equipment at the end of its use. The final user shall finance the costs
of its collection, treatment, recovery and environmentally sound
23. These Conditions shall be governed by and interpreted according to English Law.