AGREED TERMS

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these terms and conditions.

Business Day a day, other than a Saturday, Sunday or public holiday in England,

when banks in London are open for business.

Commencement

Date of Hire

the date that the Lessee takes Delivery of the Equipment as set out

in the Hire Schedule.

Delivery the transfer of physical possession of the Equipment to the Lessee.

Deposit the deposit amount paid by the Lessee to Picture Canning at the

beginning of the Hire Period as set out in the Hire Schedule.

Equipment the items of equipment listed in the Hire Schedule, all

substitutions, replacements or renewals of such equipment and all

related accessories, manuals and instructions provided for it.

Payment Schedule the schedule for payment of the Hire Payments payable under

these terms and conditions as set out in the Hire Schedule.

Hire Payments the payments made by or on behalf of Lessee for hire of the

Equipment.

Hire Period the period of hire as set out in the Hire Schedule.

Total Loss when the Equipment is, in Picture Canning’s reasonable opinion

damaged beyond repair, lost, stolen, seized or confiscated.

VAT value added tax chargeable in the UK.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these terms

and conditions.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not

having separate legal personality).

1.4 The Hire Schedule forms part of these terms and conditions and shall have effect as if set

out in full in the body of these terms and conditions and any reference to these terms and

conditions includes this Hire Schedule.

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 in

the plural shall include the singular.

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 A reference to a statute or statutory provision shall include all subordinate legislation made

from time to time under that statute or statutory provision.

1.10 A reference to writing or written includes fax and e-mail.

1.11 Any obligation on a party not to do something includes an obligation not to allow that thing

to be done.

1.12 References to clauses and Schedules are to the clauses and Schedules of these terms and

conditions and references to paragraphs are to paragraphs of the relevant Schedule.

1.13 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. EQUIPMENT HIRE AND HIRE PERIOD

2.1 The Lessee’s signature of the Hire Schedule constitutes an offer by the Lessee to lease the

Equipment in accordance with these terms and conditions.

2.2 This lease agreement shall take effect from the Commencement Date of Hire and shall

continue for the Hire Period, unless terminated earlier in accordance with these terms and

conditions.

2.3 These terms and conditions apply from the Commencement Date of Hire between Picture

Canning and the Lessee to the exclusion of any other terms that the Lessee seeks to

impose or incorporate, or which are implied by trade, custom, practice or course of

dealing.

2.4 Picture Canning shall not, other than in the exercise of its rights under these terms and

conditions or applicable law, interfere with the Lessee’s quiet possession of the Equipment.

3. REFERENCE AND DEPOSIT

3.1 The Lessee shall, if required to do so by Picture Canning, supply satisfactory references of

any nature, on or before the Commencement Date of Hire.

3.2 The Lessee shall, if required to do so by Picture Canning, pay a Deposit on or before the

Commencement Date of Hire. The Deposit is a deposit against default by the Lessee of

payment of any Hire Payments or any loss of or damage caused to the Equipment. If the

Lessee fails to make any Hire Payments in accordance with the Payment Schedule, or

causes any loss or damage to the Equipment (in whole or in part), Picture Canning shall be

entitled to apply the Deposit against such default, loss or damage. The Lessee shall pay to

Picture Canning 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 Hire Period.

4. HIRE PAYMENTS

4.1 The Lessee shall pay the Hire Payments to Picture Canning in accordance with the Payment

Schedule. The Hire Payments shall be paid in GBP and shall be made by bank transfer to

the bank account specified by Picture Canning.

4.2 The Hire Payments are exclusive of VAT and any other applicable taxes and duties or

similar charges which shall be payable by the Lessee at the rate and in the manner from

time to time prescribed by law.

4.3 All amounts due under these terms and conditions 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 Lessee fails to make a payment due to Picture Canning by the due date for such

payment, then, without limiting Picture Canning’s remedies under clause 11, the Lessee

shall pay 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, but at 4% a year for

any period when that base rate is below 0%.

5. DELIVERY

5.1 Picture Canning shall use reasonable endeavours to effect Delivery of the Equipment on

the date and at the place set out in the Hire Schedule. Title and risk shall transfer in

accordance with clause 6.

5.2 The Lessee shall procure that an authorised representative of the Lessee takes Delivery of

the Equipment. Acceptance of Delivery by such representative shall constitute conclusive

evidence that the Lessee has examined the Equipment and has found it to be in good

condition, complete and fit in every way for the purpose for which it is intended. The

Lessee’s authorised representative shall sign a receipt confirming acceptance.

6. TITLE, RISK AND INSURANCE

6.1 The Lessee shall have no right, title or interest in or to the Equipment (save the right to

possession and use of the Equipment subject to these terms and conditions).

6.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on

Delivery. The Equipment shall remain at the sole risk of the Lessee during the Hire Period

and any further term during which the Equipment is in the possession, custody or control

of the Lessee (Risk Period) until such time as the Equipment is redelivered to Picture

Canning.

6.3 Subject to clause 6.6, during the Hire Period and the Risk Period, the Lessee shall, at its

own expense, obtain and maintain the following insurances:

6.3.1 insurance of the Equipment 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 Picture Canning may deem prudent;

6.3.2 insurance for such amounts as a prudent owner or operator of the Equipment

would insure for, or such amount as Picture Canning 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 Equipment; and

6.3.3 insurance against such other or further risks relating to the Equipment as may be

required by law, together with such other insurance as Picture Canning may from

time to time consider reasonably necessary and advise to the Lessee.

6.4 If the Lessee fails to effect or maintain any of the insurances required under these terms

and conditions, Picture Canning 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 Lessee.

6.5 The Lessee shall, on demand, supply copies of the relevant insurance policies or other

insurance confirmation acceptable to Picture Canning and proof of premium payment to

Picture Canning to confirm the insurance arrangements. Where required by Picture

Canning, its interest shall be noted as loss payee on the relevant insurance policy.

6.6 In circumstances where Picture Canning supplies crew with the Equipment, it shall arrange

appropriate policies of insurance for the Equipment and the crew. The cost of such

insurance cover will be included in the Hire Payments.

6.7 Where Picture Canning leases fleet vehicles to the Lessee, the Lessee must ensure that it

abides by the requirements of Picture Canning’s insurance policy, including (but not limited

to) ensuring that all drivers of such vehicles maintain a valid UK driving license and that no

driver using a vehicle is under 25 years of age. The Lessee shall be responsible for the

actions of its drivers of fleet vehicles for the duration of the Hire Period.

7. LESSEE’S RESPONSIBILITIES

7.1 The Lessee shall during the Hire Period:

7.1.1 ensure that the Equipment is kept and operated in a suitable environment, 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;

7.1.2 take such steps (including compliance with all safety and usage instructions

provided by Picture Canning) as may be necessary to ensure, so far as is

reasonably practicable, that the Equipment is at all times safe and without risk to

health when it is being transported, used, cleaned or maintained;

7.1.3 maintain at its own expense the Equipment in good and substantial repair in

order to keep it in as good an operating condition as it was on the

Commencement Date of Hire (fair wear and tear only excepted) including

replacement of worn, damaged and lost parts, and shall make good any damage

to the Equipment;

7.1.4 make no alteration to the Equipment and shall not remove any existing

component(s) from the Equipment without the prior written consent of Picture

Canning unless the component(s) is/are replaced immediately (or if removed in

the ordinary course of repair and maintenance as soon as practicable) by the

same component or an improved/advanced version of it. Title and property in all

substitutions, replacements, renewals made in or to the Equipment shall vest in

Picture Canning immediately upon installation;

7.1.5 keep Picture Canning fully informed of all material matters relating to the

Equipment;

7.1.6 at all times keep the Equipment in the possession or control of the Lessee and

keep Picture Canning informed of its location;

7.1.7 not take the Equipment out of the United Kingdom or take it from the ground

other than on a regular scheduled flight with a carrier registered with the IATA,

unless otherwise agreed with Picture Canning prior to the Commencement Date

of Hire. Where the Lessee takes the Equipment out of the United Kingdom, it

shall be solely responsible for obtaining any necessary licences or permits to do

so. If any Equipment taken out of the United Kingdom is damaged or a defect

arises and Picture Canning agrees to supply substitute Equipment, Picture

Canning will arrange to deliver the substitute Equipment to an address within the

United Kingdom. Unless otherwise previously agreed by the parties in writing,

there will be no international delivery;

7.1.8 permit Picture Canning or its authorised representative to inspect the Equipment

at all reasonable times and for such purpose to enter upon any site or any

premises at which the Equipment may be located, and shall grant reasonable

access and facilities for such inspection;

7.1.9 not, without the prior written consent of Picture Canning, part with control of

(including for the purposes of repair or maintenance), sell or offer for sale,

underlet or lend the Equipment or allow the creation of any mortgage, charge,

lien or other security interest in respect of it;

7.1.10 not without the prior written consent of Picture Canning, attach the Equipment

to any land or building so as to cause the Equipment to become a permanent or

immovable fixture on such land or building. If the Equipment does become

affixed to any land or building then the Equipment must be capable of being

removed without material injury to such land or building and the Lessee shall

repair and make good any damage caused by the affixation or removal of the

Equipment from any land or building and indemnify Picture Canning, keep it

indemnified and held harmless against all losses, costs or expenses incurred as a

result of such affixation or removal;

7.1.11 not do or permit to be done any act or thing which will or may jeopardise the

right, title and/or interest of Picture Canning in the Equipment and, where the

Equipment has become affixed to any land or building, the Lessee must take all

necessary steps to ensure that Picture Canning may enter such land or building

and recover the Equipment both during the Hire Period 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 Picture Canning of any

rights such person may have or acquire in the Equipment and a right for Picture

Canning to enter onto such land or building to remove the Equipment;

7.1.12 not suffer or permit the Equipment to be confiscated, seized or taken out of its

possession or control under any distress, execution or other legal process, but if

the Equipment is so confiscated, seized or taken, the Lessee shall notify Picture

Canning immediately and the Lessee shall at its sole expense use its best

endeavours to procure an immediate release of the Equipment and shall

indemnify Picture Canning, keep it indemnified and held harmless against all

losses, costs, charges, damages and expenses incurred as a result of such

confiscation;

7.1.13 not use the Equipment for any unlawful purpose;

7.1.14 ensure that at all times the Equipment remains identifiable as being Picture

Canning’s property and wherever possible shall ensure that a visible sign to that

effect is attached to the Equipment;

7.1.15 deliver up the Equipment at the end of the Hire Period or on early termination of

the Hire Period at such address as Picture Canning requires, or if necessary allow

Picture Canning or its representatives access to any or premises where the

Equipment is located for the purpose of removing the Equipment; and

7.1.16 not do or permit to be done anything which could invalidate the insurances

referred to in clause 6.

7.2 The Lessee acknowledges that Picture Canning shall not be responsible for any loss of or

damage to the Equipment arising out of or in connection with any negligence, misuse,

mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees,

agents and contractors, and the Lessee undertakes to indemnify Picture Canning keep it

indemnified and hold it harmless 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 Lessee to comply with these terms and conditions.

8. EQUIPMENT DEFECTS

8.1 Picture Canning agrees that the Equipment shall substantially conform to the specification

(supplied by Picture Canning), be of satisfactory quality and fit for any purpose held out by

Picture Canning. Picture Canning shall use reasonable endeavours to remedy (by repair or

replacement), free of charge, any material defect in the Equipment, provided that:

8.1.1 Picture Canning is permitted to make a full examination of the alleged defect;

8.1.2 the defect did not materialise as a result of misuse, neglect, alteration,

mishandling or unauthorised manipulation by any person other than Picture

Canning’s authorised personnel; and

8.1.3 the defect is directly attributable to defective material, workmanship or design

for which Picture Canning is responsible.

8.2 Subject to clause 8.1, if Picture Canning is unable to remedy any material defect in the

Equipment for which it is responsible, Picture Canning shall, at the Lessee’s request, accept

the return of part or all of the Equipment and/or make an appropriate reduction to the

Hire Payments payable during the remaining Hire Period and, if relevant, return any

[Deposit] deposit (or any part of it).

9. EQUIPMENT DAMAGE AND FAILURE TO RETURN

9.1 The Lessee shall give immediate written notice to Picture Canning in the event of any loss,

accident or damage to the Equipment arising out of or in connection with the Lessee’s

possession or use of the Equipment.

9.2 Where Picture Canning determines that damage or defect in the Equipment is as a result of

misuse, neglect, alteration, mishandling of the Equipment by the Lessee, its officers,

employees, agents or contractors, or any treatment otherwise in accordance with Picture

Canning’s instructions, the Lessee shall be required to pay to Picture Canning immediately

on demand:

9.2.1 all costs associated with the repair of the Equipment; and

9.2.2 any other costs, losses, expenses, damages or liabilities incurred by Picture

Canning as a result of the damage to the Equipment (including but not limited to

the cost of procuring substitute equipment, and in relation to Picture Canning’s

obligations under contracts with other lessees).

9.3 The Lessee shall continue to pay the Hire Payments even during periods of repair pursuant

to clause 9.2 until the end of the Hire Period. For the avoidance of doubt, the Lessee will

be required to pay additional Hire Payments in respect of substitute equipment supplied to

replace damaged Equipment during the Period of Hire.

9.4 Where the Lessee returns the Equipment after the expiry of the agreed Hire Period, the

Lessee shall be required to pay to Picture Canning immediately on demand:

9.4.1 pro rata Hire Payments in respect of the extension of the Hire Period; and

9.4.2 any other costs, losses, expenses, damages or liabilities incurred by Picture

Canning as a result of the late return (including but not limited to those incurred

directly or indirectly in relation to Picture Canning’s obligations under contracts

with other lessees).

9.5 The remedies set out in this clause 9 are without prejudice to any other rights and

remedies available to Picture Canning.

9.6 Such sums due under this clause 9 may be partly or wholly taken from any Deposit and late

payment of any sums due under this clause shall be subject to interest in accordance with

clause 4.4.

9.7 The Hire Period shall automatically terminate in accordance with clause 11 if a Total Loss of

the Equipment occurs and the provisions of clause 12 shall apply. In the event of Total Loss

the Lessee will be required to pay to Picture Canning the full market value of the

Equipment together with any other costs, losses, expenses, damages or liabilities incurred

by Picture Canning as a result of the Total Loss.

10. LIABILITY

10.1 Without prejudice to clause 10.2, Picture Canning’s maximum aggregate liability for breach

of these terms and conditions (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 the total

sum of the Hire Payments paid by the Lessee during the Hire Period in respect of any one

incident or a series of incidents attributable to the same cause .

10.2 Nothing in these terms and conditions shall exclude or in any way limit:

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

10.2.2 either party’s liability for fraud or fraudulent misrepresentation; or

10.2.3 any other liability which cannot be excluded by law.

10.3 These terms and conditions set forth the full extent of Picture Canning’s obligations and

liabilities in respect of the Equipment and its hiring to the Lessee. 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 Picture Canning

except as specifically stated in these terms and conditions. Any condition, warranty or

other term concerning the Equipment which might otherwise be implied into or

incorporated within these terms and conditions whether by statute, common law or

otherwise, is expressly excluded.

10.4 Without prejudice to clause 10.2, Picture Canning shall not be liable under these terms and

conditions for any:

10.4.1 loss of profit;

10.4.2 loss of revenue;

10.4.3 loss of business;

10.4.4 loss of reputation or goodwill;

10.4.5 loss of opportunity; or

10.4.6 indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

11. TERMINATION

11.1 Without affecting any other right or remedy available to it, Picture Canning may terminate

the lease of the Equipment with immediate effect by giving notice to the Lessee if:

11.1.1 the Lessee fails to pay any amount due under these terms and conditions on the

due date for payment and remains in default not less than 3 days after being

notified in writing to make such payment;

11.1.2 the Lessee commits a material breach of any other of these terms and conditions

which breach is irremediable or (if such breach is remediable) fails to remedy that

breach within a period of 3 days after being notified to do so;

11.1.3 the Lessee repeatedly breaches any of these terms and conditions in such a

manner as to reasonably justify the opinion that its conduct is inconsistent with it

having the intention or ability to give effect to these terms and conditions;

11.1.4 the Lessee suspends, or threatens to suspend, payment of its debts or is unable

to pay its debts as they fall due or admits inability to pay its debts or [(being a

company or limited liability partnership) is deemed unable to pay its debts within

the meaning of section 123 of the Insolvency Act 1986 as if the words “it is

proved to the satisfaction of the court” did not appear in sections 123(1)(e) or

123(2) of the IA 1986, or (being an individual) is deemed either unable to pay its

administrator is appointed, over the Lessee (being a company);

11.1.8 the holder of a qualifying floating charge over the assets of the Lessee (being a

company) has become entitled to appoint or has appointed an administrative

receiver;

11.1.9 a person becomes entitled to appoint a receiver over all or any of the assets of

the Lessee or a receiver is appointed over all or any of the assets of the Lessee;

11.1.10 the Lessee (being an individual) is the subject of a bankruptcy petition,

application or order;

11.1.11 a creditor or encumbrancer of the Lessee attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on

or sued against, the whole or any part of the Lessee’s assets and such attachment

or process is not discharged within [14] days;

11.1.12 any event occurs, or proceeding is taken, with respect to the Lessee in any

jurisdiction to which it is subject that has an effect equivalent or similar to any of

the events mentioned in clause 11.1.4 to clause 11.1.11 (inclusive);

11.1.13 the Lessee suspends or ceases, or threatens to suspend or cease, carrying on all

or a substantial part of its business; or

11.1.14 the Lessee (being an individual) dies or, by reason of illness or incapacity

(whether mental or physical), is incapable of managing their affairs or becomes a

patient under any mental health legislation.

11.2 For the purposes of clause 11.1.2, material breach means a breach (including an

anticipatory breach) that is serious in the widest sense of having a serious effect on the

benefit which Picture Canning would otherwise derive from:

11.2.1 a substantial portion of these terms and conditions; or

11.2.2 any of the obligations set out in clause 7,

over the term of the Hire Period. In deciding whether any breach is material no regard

shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

12. CONSEQUENCES OF TERMINATION

12.1 Upon the expiry of the Hire Period, the Lessee shall deliver up the Equipment in

accordance with clause 7.1.15.

12.2 Upon early termination of the lease of the Equipment pursuant to clause 11, or any other

repudiation of these terms and conditions by the Lessee which is accepted by Picture

Canning:

12.2.1 Picture Canning’s consent to the Lessee’s possession of the Equipment shall

terminate and Picture Canning may, by its authorised representatives, without

notice and at the Lessee’s expense, retake possession of the Equipment and for

this purpose may enter the site or any premises at which the Equipment is

located; and

12.2.2 without prejudice to any other rights or remedies of the Lessee, the Lessee shall

pay to Picture Canning on demand:

12.2.2.1 all Hire Payments and other sums due but unpaid at the date of such

demand together with any interest accrued pursuant to clause 4.4;

12.2.2.2 any costs and expenses incurred by Picture Canning in recovering the

Equipment and/or in collecting any sums due under these terms and

conditions (including any storage, insurance, repair, transport, legal

and remarketing costs); and

12.2.3 without prejudice to any other rights or remedies of Picture Canning, the Lessee

shall pay to Picture Canning on demand a sum equal to the Hire Payments that

would (but for the termination) have been payable if the Hire Period had

continued from the date of such demand to the end of the Hire Period.

12.3 The sums payable pursuant to clause 12.2.3 shall be payable in addition to the sums

payable pursuant to clause 12.2.2. Such sums may be partly or wholly recovered from any

Deposit.

12.4 Termination or expiry of the Hire Period shall not affect any rights, remedies, obligations or

liabilities of Picture Canning that have accrued up to the date of termination or expiry,

including the right to claim damages in respect of any breach of the agreement which

existed at or before the date of termination or expiry.

13. FORCE MAJEURE

Neither party shall be in breach of these terms and conditions nor liable for delay in

performing, or failure to perform, any of its obligations under these terms and conditions if

such delay or failure result from events, circumstances or causes beyond its reasonable

control. In such circumstances the affected party shall be entitled to a reasonable

extension of the time for performing such obligations. If the period of delay or nonperformance

continues for 4 weeks, the party not affected may terminate the lease of the

Equipment by giving 5 days’ written notice to the affected party.

perform its obligations under these terms and conditions.

15. ASSIGNMENT AND OTHER DEALINGS

15.1 The lease of the Equipment is personal to the parties and neither party shall assign,

transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other

manner with any of its rights and obligations under these terms and conditions.

15.2 For the avoidance of doubt, the Lessee may not sub-lease or give the Equipment to third

parties for use without the prior written consent of Picture Canning.

16. ENTIRE AGREEMENT

16.1 These terms and conditions including the Hire Schedule constitute 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.

16.2 Each party acknowledges that in entering into these terms and conditions it does not rely

on any statement, representation, assurance or warranty (whether made innocently or

negligently) that is not set out in these terms and conditions. Each party agrees that it shall

have no claim for innocent or negligent misrepresentation or negligent misstatement

based on any statement in these terms and conditions.

17. VARIATION

No variation of these terms and conditions shall be effective unless it is in writing and

signed by the parties (or their authorised representatives).

18. NO PARTNERSHIP OR AGENCY

18.1 Nothing in these terms and conditions are 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.

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

person.

19. FURTHER ASSURANCE

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 be required for the purpose of giving full effect to these terms and conditions.

20. THIRD PARTY RIGHTS

20.1 Unless expressly stated otherwise, these terms and conditions do not give rise to any rights

under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms and

conditions.

20.2 The rights of the parties to rescind or vary these terms and conditions are not subject to

the consent of any other person.

21. NOTICES

21.1 Any notice given to a party under or in connection with this contract shall be in writing and

shall be:

21.1.1 delivered by hand or by pre-paid first-class post or other next working day

delivery service at its registered office (if a company) or its principal place of

business (in any other case); or

21.1.2 sent by fax to its main fax number or sent by email to the address specified in the

Hire Schedule.

21.2 Any notice shall be deemed to have been received:

21.2.1 if delivered by hand, on signature of a delivery receipt; and

21.2.2 if sent by pre-paid first-class post or other next working day delivery service, at

9.00 am on the second Business Day after posting; and

21.2.3 if sent by fax or email, at the time of transmission, of this time falls outside

Business Hours at 9.00 am on the next Business Day after transmission.

21.3 This clause does not apply to the service of any proceedings or other documents in any

legal action or, where applicable, any arbitration or other method of dispute resolution.

22. WAIVER

No failure or delay by a party to exercise any right or remedy provided under these terms

and conditions 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.

23. RIGHTS AND REMEDIES

Except as expressly provided in these terms and conditions, the rights and remedies

provided under these terms and conditions are in addition to, and not exclusive of, any

rights or remedies provided by law.

24. SEVERANCE

24.1 If any provision or part-provision of these terms and conditions 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 these terms and conditions.

24.2 If any provision or part-provision of these terms and conditions is deemed deleted under

clause 24.1 the parties shall negotiate in good faith to agree a replacement provision that,

to the greatest extent possible, achieves the intended commercial result of the original

provision.

25. GOVERNING LAW

These terms and conditions and any dispute or claim (including non-contractual disputes or

claims) arising out of or in connection with them or their subject matter or formation shall

be governed by and construed in accordance with the law of England and Wales.

26. 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 these terms and conditions, their subject matter or

formation.