Jongor Limited Terms and Conditions for the Supply of Equipment
These Terms will govern the hire of Equipment by Jongor Limited and set out Jongor’s obligations and those of Jongor’s Customers, including the arrangements for delivery or collection and use of the Equipment.
Any Contract with Jongor shall be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
No provision in these Terms shall exclude or limit any statutory rights of the Customer which may not be excluded or limited owing to the Customer acting as a consumer.
Where any provision is written in italic text it shall not be applicable to a Customer acting as a consumer, that is, a Customer hiring the Equipment other than in the course of or for a purpose unrelated to the Customer’s business.
Where the Customer is acting as a consumer any provision which is written in italic text may, subject to the determination of the courts, have no force or effect. For further information about your statutory rights contact your local authority Trading Standards Department or Citizens Advice Bereau or if based in the Republic of Ireland your local office of the Director of Consumer Affairs or Citizens Information centre.
1.1 Within these Terms the following words shall have the following meanings:
Additional Delivery Charges – the charges for delivery and/or collection stated in the Contract or levied by Jongor in the event that delivery and/or collection is other than to the Drop Off Point or takes longer than 60 minutes for any reason outside Jongor’s control.
Carrier – means any third party engaged by Jongor to deliver and collect the Equipment;
Contract – the document or documents that set out these Terms and all other details about the Customer’s agreement with Jongor, including but not limited to all Hire Charges, Delivery Charges, Additional Delivery Charges and details of collection or delivery arrangements.
Customer – the person, firm, company or other organisation hiring or buying the Equipment from Jongor.
Delivery Charges – the charges stated in the Contract for delivery to and/or collection of the Equipment at the Drop Off Point by Jongor or its Carriers where each delivery or collection takes no longer than 60 minutes.
Drop Off Point – the place at the Site(s) where it is agreed in the Contract that Jongor or its Carriers will place the Equipment on delivery for the avoidance of doubt the Drop Off Point shall be on the ground floor, easily accessible and no more than 50 metres from Jongor’s delivery vehicle.
Equipment – the catering equipment described in the Contract
Force Majure – in respect of either party, any event or circumstance which is beyond the reasonable control of that party including (but not limited to): act of God; industrial actions; war, terrorist act, civil commotion, weather or environmental problems; power failure or explosion, fault or failure of any plant and apparatus which could not have been prevented by prudent operating practice; governmental restraint of any kind.
Hire Charges – the charging rate for the Equipment as set out in the Contract.
Hire Period – the period commencing from the time when either the Equipment is loaded on to the Customer’s vehicle by the Customer at the Premises or the time when the Equipment is unloaded at the Site(s) from Jongor’s delivery vehicles until the time when either the Equipment is physically returned to the Premises by the Customer or is loaded back on to Jongor’s delivery vehicles;
Jongor – Jongor Limited (company registration number 1131172) including all its employees, servants, agents and/or duly authorised representatives;
Premises – the premises of Jongor being Unit G, Kingsland Trading Estate, St Philips Road, Bristol, BS2 0JZ or such other address as notified by Jongor from time to time.
Site – the site(s) where the Equipment will be held while in the Customer’s care during the Hire Period as set out in the Contract.
Terms – these terms and conditions (including any schedule or annexure to it and any document in agreed form);
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2.1 The Customer shall pay all Hire Charges, deposit, Delivery Charges and any other
sums payable under the Contract to Jongor in the manner agreed in the Contract.
2.2 The Customer shall pay all Hire Charges and any other sums due to Jongor without
any set-off, deduction, counterclaim and/or any other withholding monies.
2.3 Where hire of the Equipment is to a Customer who is acting as a Consumer and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed three months after which time the Contract shall be deemed to have automatically terminated. Accordingly the Equipment is not covered by the Consumer Credit Act 1974.
2.4 In consideration of the Hire Charges and other charges referred to in clause 2.1, Jongor shall hire the Equipment to the Customer for the Hire Period.
2.5 Jongor reserves the right to charge interest at 8% above the base lending rate of the Bank of England calculated monthly on late or overdue payments by the Customer
3. Collection, Delivery, Acceptance and Risk
3.1 Where specified in the Contract Jongor will transport the Equipment to the Site(s) in consideration of the Delivery Charges and unload the Equipment on to the Site(s) at the Drop Off Point (unless Jongor agrees otherwise). Risk of damage to or loss of the Equipment shall pass to the Customer immediately upon the Equipment leaving the physical possession or control of Jongor or its Carrier. In the event that the Customer requires delivery or collection (and Jongor agrees to such delivery or collection) other than to the Drop Off Point or delivery or collection takes longer than 60 minutes
Jongor reserves the right to raise the Additional Delivery Charges for the additional costs it incurs as a result.
3.2 The Customer will allow and procure that the Drop Off Point is free from obstruction and will ensure that there is sufficient unloading space and access to and from the Site(s) and the Drop Off Point for Jongor and its Carriers.
3.3 In accordance with clause 3.1 above, at the end of the Hire Period unless otherwise agreed Jongor shall collect the Equipment at the Drop Off Point and be responsible for loading the Equipment on to Jongor’s vehicles and transporting the Equipment from the Site(s). Risk of damage to or loss of the Equipment shall pass to Jongor when the Equipment is returned to and in the physical possession or control of Jongor or its Carriers.
3.4 Where the Equipment is delivered it will be deemed to have been accepted by the Customer upon such delivery and the delivery documentation produced by Jongor shall be evidence of such acceptance unless the Customer indicates otherwise in writing within 24 hours of delivery.
3.5 Where the Contract specifies that the Customer will collect the Equipment the Customer is responsible for loading and unloading the Equipment and transporting the Equipment from the Premises to the Site(s). Risk of damage to or loss of the Equipment shall pass to the Customer immediately upon the Equipment leaving the physical possession or control of Jongor at the Premises.
3.6 Where the Contract specifies that the Customer shall return the Equipment to Jongor a its Premises (or such other location as may be agreed), risk of damage to or loss of the Equipment shall pass to Jongor when the Equipment is returned to the Premises and in the physical control or possession of Jongor.
3.7 Jongor will provide relevant manufacturer’s instructions to the Customer with the Equipment where necessary for the operating of the Equipment or where requested by the Customer. In the event that Jongor does not provide relevant manufacturer’s instructions the Customer will notify Jongor immediately in writing.
3.8 Where requested by the Customer and specified in the Contract Jongor will install the Equipment at the Site(s) at the charges agreed where applicable.. Where the Customer agrees to install all or any part of the Equipment the Customer shall procure that such installation is carried out by suitably qualified personnel (and where appropriate corgi registered personnel).
3.9 Notwithstanding the passing of the risk in the Equipment, title in and to the Equipment shall not pass to the Customer.
3.10 The Customer shall not deal with the ownership or interest in the Equipment including but not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending.
3.11 If the Customer proposes to purchase all or part of the Equipment from Jongor or Jongor proposes the sale of all or part of the Equipment to the Customer and the parties agree to such sale or purchase, Jongor shall confirm such agreement in writing to the Customer. Such written agreement shall be subject to and governed by the terms and conditions detailed in Schedule 1 (together “the Sale Contract”) to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any other purchase order, confirmation of order,
specification or other document). .For the avoidance of doubt, the terms and conditions contained in these Terms relating to and associated with the hire and use of the Equipment shall continue to apply, and therefore the Hire Period and the Customer’s responsibility to pay the Hire Charges shall continue, until title to the Equipment passes from Jongor to the Customer pursuant to the terms of Schedule 1.
4. Obligations of the Customer
4.1 The Customer will take all reasonable steps to protect the Equipment from weather,
theft, vandalism or improper use.
4.2 The Customer will operate the Equipment with reasonable care and skill and where appropriate by someone appropriately qualified or trained to operate the Equipment.
4.3 The Customer will operate and will procure that its employees, agents and all sub- contractors operate the Equipment strictly in accordance with the manufacturers instructions which will be provided by Jongor where applicable in accordance with clause 3.2.
4.4 The Customer will return the Equipment to Jongor in the same condition and cleanliness as it was delivered:
4.4.1 if the Equipment is returned with any damage or defect unless caused by the development of an inherent fault and/or fair wear or tear; or
4.4.2 if the Equipment is not returned in a state of cleanliness satisfactory to Jongor;
the Customer will be liable to Jongor for the cost of repair, replacement or cleaning of the Equipment and for the cost of the Hire Charges until such repairs or cleaning have been completed.
5. Electrical and Gas Equipment
5.1 If any part of the Equipment is electrical, it should be used with the original plugs or sockets fitted to it. If the Customer needs to fit other suitable plugs or sockets to the Equipment, this must be carried out by a competent person who must also return the Equipment to their original condition. The Customer shall ensure it has a suitable supply of electricity for the Equipment. The Customer shall not use electrical Equipment that is not earthed correctly unless the Equipment is double insulated. The Customer shall comply with all regulations which apply, including the Electricity at Work Regulations 1989, while the Customer is responsible for the Equipment.
5.2 If any part of the Equipment is electrical or powered by gas, the Customer shall ensure, at its sole cost, that the Site or any other location at which the Equipment is installed, used, kept or stored during the Hire Period shall be properly ventilated at all times and shall have all necessary (without limitation) heat and air extraction equipment, fire extinguishers, fire blankets and all other fire fighting equipment as required or recommended by the manufacturer and in compliance with all applicable legislation and industry best practice standards.
6. Maintaining the Equipment, breakdown procedures and reporting accidents
6.1 The Customer shall ensure that the Equipment remains safe, clean and in working order. If the Equipment breaks down the Customer shall report this to Jongor immediately in writing. The Customer shall not repair the Equipment unless authorised to do so by Jongor.
6.2 The Customer will inform Jongor immediately in writing if the Equipment is involved in any accident resulting in damage to the Equipment or to other property or injury to any person.
7. Where the Equipment is placed
7.1 The Equipment must not be moved from any Site(s) unless agreed with Jongor in
8.1 Jongor shall have no liability to the Customer to the extent that the Customer is covered by a policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all right of subrogation against Jongor.
8.2 The Customer shall insure the Equipment and keep the Equipment insured throughout the Hire Period ( where specified in the Contract in the joint names of the Customer and Jongor) for their full replacement value as advised by Jongor against all risks on a comprehensive policy without restriction or excess.
8.3 Where specified in the Contract the Customer shall insure the Customer and Jongor as joint assureds against all liability to third persons for death, personal injury and damage to, or loss of, property arising directly or indirectly out of the use possession or operation of the Equipment for such amount as Jongor may stipulate from time to time or in the absence of any such stipulation for such amount as is prudent in all the circumstances and in any event for at least the sum of £ 2,000,000.
8.4 The proceeds of such insurance referred to in clauses 8.2 and 8.3 above that relate directly to the Equipment will be held by the Customer in trust for Jongor and will be paid to Jongor on demand. The Customer must not compromise any claim in respect of the Equipment/ and or any associated insurance without Jongor’s consent.
9.1 In the event of a Force Majure the Customer’s obligations under the Terms shall
9.2 The Customer may cancel a Contract on written notice subject to clause 9.3, 9.4 and 9.5 below.
9.3 In the event that a Contract is cancelled by the Customer more than 30 days prior to the date the Hire Period has been agreed to commence 25% of the total amount stated in the Contract will be payable by the Customer to Jongor.
9.4 In the event that a Contract is cancelled by the Customer between 7 and 30 days (inclusive) prior to the date the Hire Period has been agreed to commence 50% of the total amount stated in the Contract will be payable by the Customer to Jongor.
9.5 In the event that a Contract is cancelled by the Customer between 0 and 6 days (inclusive) prior to the date the Hire Period has been agreed to commence 100% of the total amount stated in the Contract will be payable by the Customer to Jongor.
9.6 Jongor and the Customer agree that the amounts payable in respect of cancellation referred to in clauses 9.3, 9.4 and 9.5 are fair and reasonable in all respects and are a genuine pre-contractual estimate of Jongor’s losses (including loss of opportunity) arising in such circumstances.
10. Warranties of Jongor
10.1 Jongor warrants that it will endeavour to ensure the Equipment is delivered and collected at the times specified. Jongor can not be held liable for any losses, costs, claims or expenses arising as a result of an event of Force Majure or other circumstances beyond Jongor’s control.
10.2 Jongor warrants that in the event that the Equipment breaks down Jongor will replace or repair the Equipment as soon as reasonably possible after receipt of the Customer’s written notification of the breakdown and in any event within 72 hours of Jongor receiving the Customer’s written notification of the breakdown.
11.1 Jongor shall not be liable to the Customer for:
11.1.1 any indirect loss; or
11.1.2 any loss, damage, costs, expenses, special damages, consequential losses (including loss of profits and/or damage to goodwill), any economic and/or similar losses, business interruption, loss of business, loss of contracts and opportunity or other claims for compensation arising out of or in connection with:
(a) any breach by the Customer of its obligations under this these Terms; or
(b) any claims made by a third party in connection with the Equipment hired under these Terms; and
(c) (subject to clause 11.3) death or personal injury arising as a result of use of the Equipment other than in accordance with the manufacturers instructions.
11.2 Jongor shall not be liable to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the hire of the Equipment and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against Jongor.
11.3 Nothing in these Terms shall have the effect of limiting or excluding the liability of Jongor for death or personal injury arising out of its negligence or otherwise as prohibited by law.
11.4 All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy of the Equipment are excluded to the fullest extent possible.
11.5 If Jongor is found to be liable in respect of any loss or damage to the Customer’s property the extent of Jongor’s liability will be limited to the retail cost of the damaged property.
11.6 Jongor shall have no liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Equipment after a defect has become apparent to the Customer.
11.7 Jongor’s total liability to the Customer under and/or arising in relation to any Contract shall not exceed the total amount stated in the Contract. To the extent that any liability of Jongor to the Customer would be met by any insurance of Jongor then the liability of Jongor shall be increased to the extent that such liability is met by Jongor.
12.1 The Customer agrees to indemnify and keep indemnified Jongor from and against all claims, costs, expenses (including, but not limited to, legal and other professional fees and expenses) losses, damages and other liabilities (of whatever nature, whether contractual, tortious or otherwise) suffered or incurred by Jongor and arising out of or in connection with a breach of these Terms by the Customer and resulting in any claims or complaint by any third party.
13.1 Jongor has the right to terminate the Contract if the Customer: is in breach of any of
the terms of the Contract or any of these Terms; or
13.1.1 the Customer becomes bankrupt; or
13.1.2 the Customer acting as a company is wound up or a receiver, administrator or liquidator is appointed over all or part of your assets; or
13.1.3 the Customer enters into any agreement with its creditors or a voluntary agreement is made which affects the Customer.
13.2 In the event of Termination all monies owed by the Customer to Jongor shall immediately become due and payable.
13.3 Any termination of the Contract or the Terms shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract, or the Terms or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of the Contract or the Terms which is expressly or by implication intended to come into or continue in force on or after such termination.
14. Jongor’s rights of access
The Customer hereby grants or shall procure that the relevant third party shall grant a license to Jongor and its agents, employees and sub-contractors (including for the
avoidance of doubt, the carrier) a license to enter and pass over any Site(s)) at reasonable times and on reasonable notice to deliver, inspect, ,install, test, repair, service, replace, or repossess the Equipment.
15. Separate terms
If any term in these Terms cannot be enforced, this will not affect the remaining terms.
16. Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the law of England and Wales and any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which each of the parties irrevocably submits.
17.1 No delay or failure on the part of either party in enforcing any provision in these Terms shall be deemed to operate as a waiver or create a precedent or in any way prejudice that party’s rights under these Terms, nor shall any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right of remedy.
17.2 The rights and remedies provided in these Terms are cumulative and are additional to any rights or remedies provided by law.
18. Exclusion of Third Party Rights
18.1 Unless expressly stated in this Agreement, nothing in this Agreement shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
Equipment: the catering equipment described in the Contract which Jongor has confirmed it is willing to sell to the Customer.
Purchase Price (excluding VAT): the price at which Jongor has confirmed it is willing to sell the Equipment to the Customer.
Sale Contract: Jongor’s written confirmation of the sale of the Equipment to the Customer at the Purchase Price and the terms and conditions detailed in this Schedule 1.
1. The parties acknowledge that the Customer entered into an agreement to hire the Equipment from Jongor (“the Hire Agreement”). Pursuant to that Hire Agreement, the Equipment was delivered to the Customer.
2. The Customer now wishes to purchase the Equipment from Jongor at the Purchase Price. If Jongor accepts this order in writing, Jongor will sell the Equipment subject to the terms and conditions of this order. No conduct by Jongor is to be treated as constituting acceptance of any other terms put forward by the Customer.
Price and Payment
3. The Customer will pay the Purchase Price of the Equipment (plus any applicable value added or other sales tax) in cleared funds within [x] days of Jongor’s invoice. Jongor shall be entitled to invoice for the Equipment on acceptance of this order.
4. The Customer shall pay the Purchase Price of the Equipment and any other sums due to Jongor without any set-off, deduction, counterclaim and/or any other withholding monies.
5. Jongor may at any time or times without notice to the Customer set off any liability of Jongor to the Customer against any liability of the Customer to Jongor whether any such liability is present or future (whensoever arising), liquidated or unliquidated under this Order, the Hire Agreement or not.
6.The Customer acknowledges that the risk of loss or damage to the Equipment passed to the Customer on the delivery date detailed above.
7.Notwithstanding the passing of risk in the Equipment to the Customer, title to the Equipment shall not pass from Jongor to the Customer until Jongor has received in cash or cleared funds:
7.1 the full price of the Equipment; and
7.2 all outstanding Hire Charges due in accordance with the terms of the Hire Agreement up until the date payment for the full price of the Equipment is made.
8.Until title to the Equipment passes from Jongor, the terms of the Hire Agreement shall continue to apply and the Customer shall:-
8.1 hold the Equipment on a fiduciary basis as bailee for Jongor;
8.2 keep the Equipment (at no cost to Jongor) safely and securely stored and marked in such a way that the Equipment is clearly identified as Jongor’s property;
8.3 continue to perform and observe its obligations under the Hire Agreement (including without limitation its obligations to pay the Hire Charges;
8.4 keep the Equipment insured for not less than the Purchase Price against “all risks” to the reasonable satisfaction of Jongor, and whenever requested by Jongor, produce to Jongor a copy of the policy of insurance together with suitable evidence that it remains in force;
9. Until title to the Equipment passes:
9.1 Jongor may enter upon any premises owned occupied or controlled by the Customer where the Equipment are situated and repossess the Equipment pursuant to Clause 14 of the Hire Agreement;
9.2 without prejudice to any other right or remedy Jongor shall have the same termination rights in relation to this Order as detailed in Clause 13 of the Hire Agreement.
Warranties and Liability
10. The Customer acknowledges that the Equipment has been in its possession since the beginning of the Hire Period and that Jongor has no knowledge of the state and condition of the Equipment. As such the Equipment is provided ‘as is’ and all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
11. To the extent that Jongor is liable to the Customer for any damage or defects to the Equipment, Jongor’s liability to the Customer will be limited to (at Jongor’s discretion) repair or replacement of the damaged or defective Equipment (or part thereof) or a refund or credit of the all or part of the Purchase Price related to the Equipment in question.
12. The aggregate liability (inclusive of interest and legal and other costs) of Jongor to the Customer in respect of all claims arising under or in connection with the sale of the Equipment to the Customer (whether by reason of any negligence by or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, breach of statutory duty or otherwise) shall not in any event exceed the Purchase Price of the Equipment.
13. Jongor shall not be liable to the Customer (whether by reason of any negligence by Jongor or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, breach of statutory duty or otherwise) for any:
13.1 loss of profits; or
13.2 damage to reputation; or
13.3 loss of anticipated savings; or
13.4 loss of anticipated revenues; or]
13.5 loss of business opportunities;
13.6 loss of goodwill; or
13.7 claim, action or demand made against the Customer by any third
13.8 indirect loss, damage, cost, expense, claim or other liability whatsoever;
which arises out of or in connection with the purchase and subsequent use of the Equipment.
14. Nothing in the Sale Contract shall operate to limit or exclude the liability of Jongor to the Customer for any death or personal injury caused by the negligence of Jongor or any of its employees or agents, or for any other matter in respect of which liability cannot lawfully be limited or excluded.
Governing Law & Jurisdiction
15. The Sale Contract shall be governed by and construed in accordance with the law of England and Wales and any dispute arising under or in connection with this order shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which each of the parties irrevocably submits.