Palmbrokers Standard Terms of Business
1. Definitions
1.1. The following definitions apply in these Terms.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 7.00 am to 4.30 pm on any Business Day.
Changes: has the meaning set out in clause 5.1.
Confidential Information: any non-public information disclosed by one party to the other in connection with the Contract, that relates to the business, operations, projects, products, services, customers or suppliers of the disclosing party and/or that of any end customer, and that is identified as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.
Contract: the contract between the Customer and Palmbrokers, comprising the Quotation, the Contract Details and the Terms.
Contract Details: details specific to the Contract set out in the Contract.
Customer: the company or other corporate body, firm, organization or individual entering into the Contract.
Handover Date: as set out in the Contract Details
Fee: the fees and charges for the Services and Props as set out in the Contract Details and/or the Quotation.
Handover: Unless otherwise specified in the Quotation and/or the Contract, the transfer of physical possession of the Hire Items to the Customer by way of i) Handover to the Site, or ii) collection by the Customer from Palmbroker’s premises, as may be further detailed in the Quotation.
Hire Items: the items being hired by the Customer listed in the Quotation and/or the Contract Details, all substitutions or replacements of such items and all related accessories.
Hire Period: the period of hire as set out in the contract Details and/or the Quotation, or such other period as may be agreed in writing between the parties.
Palmbrokers: Greenery Hire Limited, trading as Palmbrokers, whose registered office is at Allerds Way Crown Lane, Farnham Royal, Slough, Berkshire, England, SL2 3SG, UK.
Plant Passport: the traceability label required under the retained Plant Health Regulation (Regulation (EU) 2016/2031(as it applies to the UK) to accompany the movement of specified regulated plants.
Props: all items to be provided by Palmbrokers as listed in the Quotation, including the Hire Items and the Purchase Items.
Purchase Items: the items being purchased by the Customer as listed in the Quotation and/or the Contract Details.
Purchase Option: has the meaning set out in clause 9.1.
Quotation: the written quotation for the hire of the Hire Items and provision of the Services, as specified in the Contract Details.
Services: the set or location dressing services (or other services associated with the provision of the Props) to be provided by Palmbrokers to the Customer as specified in the Quotation, including (without limitation) the provision of plant, equipment, consumables and other materials, transportation, set building, installation, maintenance, and associated labour.
Site: the location of the site(s) specified by the Customer where the Services will be performed and the Props will be situated, as specified in the Contract.
Terms: the standard terms and conditions of business of Palmbrokers [insert link].
2. Quotation
2.1. The Quotation constitutes an offer by Palmbrokers to supply Services and Props to the Customer in accordance with these Terms.
2.2. A Quotation is only valid for a period of 20 Business Days from its date of issue.
2.3. Once the Customer accepts the Quotation, the Contract shall come into existence.
3. Services and Props
3.1. Subject to these Terms, Palmbrokers shall supply the Services and the Props to the Customer in accordance with the Quotation in all material respects.
3.2. Palmbrokers warrants to the Customer that the Services will be provided using reasonable care and skill.
3.3. Palmbrokers shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Contract.
4. Hire Terms
4.1. Where applicable to the Contract, Palmbrokers shall:
4.1.1. hire the Hire Items to the Customer for the Hire Period;
4.1.2. comply with all regulations relevant to the hiring (or sale) of the Hire Items, including obtaining and maintaining Plant Passports where required; and
4.1.3. unless otherwise agreed, effect Handover within Business Hours;
5. Purchase Items
5.1. Palmbrokers will supply the Purchase Items described in the Quotation.
5.2. Palmbrokers reserves the right to amend the Purchase Items to the extent required for the proper performance of the Services.
6. Changes, Cancellation and postponement
6.1. Once a Contract comes into existence, the Customer has no right to require changes or to cancel or postpone the Contract, including changes to the Services and/or the Props (Changes).
6.2. If the Customer desires to make any Changes, Palmbrokers will endeavour to accommodate such Changes, and will advise the Customer in writing as to the impact of such Changes, including any impact on the Fee. Palmbrokers shall have no obligation to agree to any requested Changes, which remain at its discretion.
6.3. Changes will be recorded in writing as required by clause 16.1.
7. Customer Responsibilities
7.1. The Customer shall, where applicable:
7.1.1. inform Palmbrokers of all health and safety and security requirements at the Site which are relevant to the provision of the Services;
7.1.2. permit and facilitate Palmbrokers at its request to undertake a health and safety risk assessment of the Site;
7.1.3. put in place such measures and take such actions as may be requested by Palmbrokers as a result of any assessment undertaken pursuant to clause 7.1.2;
7.1.4. ensure that a representative of the Customer shall be present at Handover to accept the Hire Items;
7.1.5. provide suitable personnel, in a timely manner and at no charge, to facilitate the performance of the Services, as may be reasonably required by Palmbrokers;
7.1.6. provide suitable facilities, access and working conditions to enable the Services to be performed safely and expeditiously.
7.1.7. obtain and maintain all licences, consents and permissions required to enable Palmbrokers to provide the Services at the Site and to supply the Props, including as stated as being the Customer's responsibility in the Contract.
7.1.8. ensure that the Props are at all times maintained in a suitable environment and in accordance with any guidance provided by Palmbrokers, and used only at the Site for the purposes for which they are hired;
7.1.9. take such steps (including compliance with all maintenance, safety and usage instructions provided by Palmbrokers) as may be necessary to ensure that the Props are at all times appropriately maintained, safe and without risk to health;
7.1.10. make no alterations to the Props without the prior written consent of Palmbrokers;
7.1.11. promptly report any deterioration of or damage to or loss of, the Props to Palmbrokers;
7.1.12. at all times keep the Props in its possession or control;
7.1.13. provide Palmbrokers and its representatives with access to the Site and other facilities as reasonably required by Palmbrokers for the performance of the Services and its other obligations under the Contract;
7.1.14. (except where the Customer purchases the Hire Items pursuant to the Purchase Option in clause 10) at Palmbrokers’ request, to deliver up the Hire Items at the end of the Hire Period or allow Palmbrokers or its representatives access to the Site for the purpose of removing the Hire Items;
7.1.15. co-operate with Palmbrokers in all matters relating to the Services and the Props, and ensure that its contractors and other suppliers do the same;
7.2. Palmbrokers shall not be in breach of the Contract nor liable for any losses incurred by the Customer where the performance of any of the Services, Handover or any other of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its contractors or other suppliers.
7.3. If any Hire Items are lost, stolen, destroyed or damaged beyond economic repair as a result of the Customer’s breach of any provision of clause 3.1, the Customer shall pay Palmbrokers liquidated damages in an amount equal to ten (10) times the Fee (Risk Value). The parties agree that the Risk Value is a genuine pre-estimate of Palmbroker’s loss arising from loss or damage of the Hire Items, and that it protects Palmbroker’s legitimate interest in maintaining availability of such specialist items for hire and is proportionate to that interest. Payment of the Risk Value shall be due within 14 days of Palmbroker’s invoice and is without prejudice to its right to recover additional losses arising from any other breach of clause 7.1.
8. Fee and payment
8.1. In consideration of the provision of the Services and the Props, the Customer shall pay Palmbrokers the Fee in accordance with this clause 8.
8.2. Where the Quotation includes a budget for the Services and the Props, the Customer acknowledges and accepts that the budget is i) based on any assumptions set out in the Quotation; and ii) the information given to Palmbrokers at the time of issue of the Quotation, and that accordingly Changes (including to the Fee) may be required to accommodate any variation to the same.
8.3. To the extent that the Services comprise labour, the Fee shall be calculated on a time and materials basis in accordance with Palmbroker’s then current daily rates.
8.4. Palmbrokers shall be entitled to charge the Customer for any expenses reasonably incurred in connection with the Services, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties required for the performance of the Services, and for the cost of any materials.
8.5. Unless otherwise stated in the Quotation and/or the Contract Particulars, Palmbrokers shall invoice the Customer for the Fee on completion of the Services or on Handover.
8.6. All sums payable by the Customer exclude amounts in respect of value added tax (VAT). The Customer shall, on receipt of a VAT invoice from Palmbrokers, pay to Palmbrokers any additional amounts in respect of VAT as are chargeable on those sums.
8.7. The Customer shall pay each invoice submitted to it by Palmbrokers within 30 days of the invoice date to a bank account nominated in writing by Palmbrokers.
8.8. Without prejudice to any other right or remedy that Palmbrokers may have, if the Customer fails to pay any sum due under the Contract by the due date, Plambrokers may charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time.
8.9. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).
9. Title, risk and insurance
9.1. Title to the Purchase Items shall not pass to the Customer until Palmbrokers receives payment in full for the Purchase Items.
9.2. The Hire Items shall at all times remain the property of Palmbrokers, and the Customer shall have no right, title or interest in or to the Hire Items (save the right to possession and use of the Hire Items subject to the terms and conditions of the Contract), except where the Customer purchases the Hire Items pursuant to the Purchase Option in clause 10.
9.3. The risk of loss, theft, damage or destruction of the Hire Items shall pass to the Customer on Handover. The Hire Items shall remain at the sole risk of the Customer during the Hire Period until such time as Palmbrokers retakes possession of the Hire Items.
9.4. During the Hire Period the Customer shall obtain and maintain the following insurances:
9.4.1. insurance of the Hire Items to a value not less than their full replacement value against all usual risks of loss, damage or destruction by fire, theft or accident;
9.4.2. insurance to cover any third party or public liability risks of whatever nature and however arising in connection with the Hire Items; and
9.4.3. insurance against such other or further risks relating to the Hire Items as may be required by law.
9.5. The Customer shall, at Palmbrokers’ request, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Palmbrokers and proof of premium payment to Palmbrokers to confirm the insurance arrangements.
10. Purchase of Hire Items
10.1. With effect from the last Business Day of the Hire Period, the Customer shall have the right to purchase on any Hire Items that Palmbrokers has previously identified to the Customer as being available for sale at the price quoted by Palmbrokers (Purchase Option).
10.2. On Palmbroker’s receipt of payment for the relevant Hire Items purchased under this clause 10, title to the Hire Items shall transfer to the Customer.
10.3. The relevant Hire Items purchased under this clause 10 shall transfer to the Customer in the condition in which they are found on the date of transfer and at the Site.
11. Limitation of Liability
11.1. Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation; or any liability that cannot legally be limited.
11.2. Subject to clause 11.1, Palmbrokers’ total liability shall not exceed the Fee.
11.3. Subject to clause 11.1, Palmbrokers shall not be liable (including liability in contract, tort (including negligence) or otherwise) under the Contract for any loss of profits, loss of business, loss of contracts, loss of or damage to goodwill, and indirect or consequential loss, and all conditions, warranties, representations or other terms that might otherwise be implied into this agreement by statute, common law or otherwise are excluded from the Contract.
12. Termination
12.1. Without affecting any other right or remedy available to it, Palmbrokers may terminate the Contract with immediate effect by giving written notice to the Customer if:
12.1.1. The Customer fails to pay any amount due under the Contract on the due date for payment;
12.1.2. The Customer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;
12.1.3. The Customer is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts, or a petition is filed, a resolution is passed, or an order is made, for the winding up of the Customer, or if any event occurs with respect to Customer in any jurisdiction to which it is subject that has an equivalent effect.
12.2. On termination of the Contract, however caused and without prejudice to any other rights or remedies of Palmbrokers:
12.2.1. Palmbrokers or its representatives may retake possession of the Hire Items (and for this purpose may enter the Site), and the Customer shall pay to Palmbrokers any costs and expenses incurred in recovering the Hire Items; and
12.2.2. the Customer shall immediately pay to Palmbrokers all outstanding unpaid invoices for the Fee, and in respect of Services and Props supplied but for which no invoice has been submitted, Palmbrokers shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13. Confidentiality
13.1. Each party undertakes that it shall not at any time during the Contract and for a period of two years after expiry or termination of the Contract, disclose to any person any Confidential Information of the other party, except as permitted by clause 13.2.
13.2. Each party may disclose the other party's Confidential Information those of its employees, representatives, contractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause 13.2.
13.3. The Confidential Information may be disclosed as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.4. Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.
14. Publicity
The Customer agrees that Palmbrokers may use the Customer’s name and logos for the purpose of Palmbrokers’ publicity, marketing and promotional materials, provided that such use complies at all times with any brand guidelines or other reasonable instructions notified by the Customer to Palmbrokers in writing.
15. Major Unexpected Events
Palmbrokers shall not be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 14 days, the Customer may terminate this agreement by giving written notice to Palmbrokers.
16. Priority
16.1. If there is any conflict or ambiguity between the terms of the Quotation, the Contract Details and these Terms, a term contained in a document higher in the list below has priority over one contained in a document lower in the list:
16.1.1. Contract Details
16.1.2. Quotation
16.1.3. Terms
17. Entire Agreement
17.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
17.2. Each party acknowledges that in entering into the Contract 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 the Contract.
18. General
18.1 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.2 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.3 Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
18.4 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post service to its address specified in the Contract and shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post, on the second Business Day after posting.
18.5 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.6 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
18.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract.