SONARDYNE ASIA PTE LTD
HIRE AGREEMENT for PRODUCTS
THIS AGREEMENT (“Agreement”) is made on (“Commencement Date”)
(1) SONARDYNE ASIA PTE LTD , (registered number 199307994W) a company incorporated in Singapore whose registered office is at 34, Loyang Crescent, Block B, Singapore, 508993 (“Sonardyne”); and
(2) CUSTOMER FULL TITLE a company incorporated in [ insert country ] whose principal place of business is at [ insert address ] (“Customer”).
1.1 Sonardyne is a global subsea engineering company specialising in the design, manufacture and supply of acoustic positioning, inertial navigation, acoustic and optical communications, sonar imaging, wireless control and autonomous data acquisition products for a diverse range of underwater applications.
1.2 Customer is a [insert customer description].
2 AGREEMENT AND DEFINITIONS
2.1 “The Products” shall be as indicated in Schedule 1 and shall include each and every component, part, record, manual and handbook for them and all replacements or additions to them from time to time all of which shall be the property of Sonardyne ASIA PTE Limited.
2.2 Sonardyne ASIA PTE Ltd (“Sonardyne”) agrees to hire to the Customer the Products on these terms and conditions for the period (the “Hire Term“) and rentals shall start from the day after the date of shipment from Sonardyne as indicated in Schedule 1 or as otherwise agreed in writing by Sonardyne. The Hire Term shall end upon the receipt of the Products at Sonardyne.
2.3 The “Replacement Cost” of the Products shall be as indicated in Schedule 1 or otherwise shall be the amount equal to the list price in the current Sonardyne Price List.
3 TERM AND RENTALS
3.1 The Hire Term shall be specified at time of order and subject to clause 2.2, if the Hire Term shall be reduced for any reason whatsoever the price payable for such reduced period shall be that shown in Sonardyne’s price list for such reduced period.
3.2 The Customer shall pay a mobilisation charge of 3 days hire at the 0-15 day rate for any Hire Term of less than 10 days save for the hire of [ ] where a mobilisation charge will be payable in any event.
3.3 All delivery, freight, handling, storage charges and any applicable import duties shall be in addition to the price charged at cost plus 15% unless otherwise arranged by the Customer.
3.4 Payments shall be made punctually and without demand, deduction, counterclaim or set-off of all sums due from the Customer to Sonardyne at the times specified for payment. The Price is exclusive of any applicable value added tax or other similar purchase taxes which the Customer shall be additionally liable to pay Sonardyne. Payment of the Price and any applicable taxes or duties shall be due within 30 days net of the submission of an invoice by Sonardyne unless otherwise specified in Schedule 1. Such invoices shall be rendered monthly in arrears from the date of despatch.
3.5 If any sums shall not be paid when due the Customer shall pay to Sonardyne interest thereon calculated on a daily basis and compounded quarterly from the due date until payment is made at the rate of 1.5% per month on the balance outstanding.
3.6 Any deposit paid will be refundable upon return of the Products in good working order (fair wear and tear excepted) and upon payment of all outstanding rental charges.
3.7 Despatch of Products is conditional on any relevant export licence or permits issued by Singapore Government bodies that are current at time of shipping.
4 CUSTOMER’S COVENANTS
The Customer agrees:-
Time for payment shall be of the essence.
4.2.1 To inspect the Products upon delivery and to notify Sonardyne in writing within 48 hours of any defect in them. If no such notification is received it shall be conclusively presumed that they are complete and in good order, and condition and fit for the purpose for which they are required and in every way satisfactory to the Customer.
4.2.2 To allow Sonardyne or its duly authorised representative, upon reasonable notice given at any time, access to inspect the Products.
4.3 USE OF PRODUCTS
4.3.1 To use the Products in a skilful and proper manner and in accordance with any operating instructions issued for them, and to ensure that the Products are operated and used by properly skilled and trained personnel.
4.3.2 To clean and keep the Products at its own expense at all times in good condition (fair wear and tear excepted) making available to Sonardyne full records thereof.
4.3.3 To make no alteration to the Products and not to remove any existing components or identification markings from the Products, unless it is removed in the ordinary course of repair and maintenance in which case as soon as practicable, a replacement shall be fitted.
4.3.4 To be responsible for the safe usage of the Products and to comply with all statutory and other obligations of all kinds in relation to the Products and the use of them and at its own expense to add to or install with the Products any safety or other equipment required by any applicable law or regulation to be so added or installed for the safe use of the Products.
4.3.5 To protect the Products against distress, execution or seizure.
4.3.6 Products to be operated and used in accordance with Singapore Government bodies export licencing and permit regulations.
4.4.1 For the Hire Term to be liable for any loss, theft or destruction of or damage to the Products, howsoever caused, up to the Replacement Cost of the Products against all risks (inclusive of whilst in transit) which shall remain on Hire until the date of receipt by Sonardyne of written notification of loss by the Customer.
4.4.2 To be liable for the cost of reinstatement up to the Replacement Cost of the Products if damage occurs which does not amount to a total loss to the Products to an as Hired Condition, fair, wear and tear excepted.
4.5.1 To be liable for the provision of any necessary insurances 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 Products for such amount as Sonardyne may stipulate or, in the absence of any such stipulation, for such amount as is prudent in all the circumstances.
4.6 DEALINGS WITH OR AFFECTING THE PRODUCTS
4.6.1 Not to sell or offer for sale, assign, mortgage or pledge, any of the Products which are on Hire to the Customer or to allow the creation of any charge or lien over them.
To indemnify Sonardyne against all losses and liabilities (including legal expenses on a full indemnity basis) arising from the Customer’s breach of this Agreement, or from the possession or use by the Customer of the Products or their repossession.
4.8 RETURN OF PRODUCTS
To deliver up the Products on the expiration or termination of the Hire Term to Sonardyne or at such address as Sonardyne shall require and to allow Sonardyne and its representatives access to any such premises to remove them.
If Sonardyne shall accept any variation in the terms of the offer requested by the Customer due to suspension by the Customer’s instruction or lack of proper instruction by the Customer or if Sonardyne incurs costs owing to interruption, delay, overtime, unusual hours, mistakes or work for which Sonardyne is not responsible, then the price shall be increased to cover any extra expense thereby incurred by Sonardyne.
5 CONDITIONS, WARRANTIES AND EXCLUSIONS
5.1 Sonardyne warrants only that the Products shall be in good working order when despatched at the start of the Hire Term.
5.2 Sonardyne does not supply the Products with any representation, condition or warranty concerning the condition, performance, or quality or fitness for purpose of the Products and all such representations, conditions, warranties of any form whatsoever statutory or otherwise are excluded, save as restricted by law or as provided in writing by Sonardyne.
5.3 Sonardyne shall have no liability to the Customer in contract or in tort or otherwise for loss, injury, damage or expense, including, without limitation, loss of earnings, profits or anticipated savings by reason of any defect in the Products or any service by Sonardyne or if the Products become unusable, however caused, and Sonardyne will not in any event be liable to replace any of the Products so that, in the event that the Products become unusable or are in any way defective then any remedy available to the Customer shall be a fair abatement of the rental payable to Sonardyne subject to the Customer giving immediate notice to Sonardyne of all relevant circumstances. In no event shall Sonardyne be liable for indirect or consequential loss or damage, whether in contract or in tort or howsoever arising.
5.4 Nothing shall affect Sonardyne’s liability for death or personal bodily injury resulting from Sonardyne’s negligence to the extent that avoidance of such liability is prohibited by the Unfair Contract Terms Act 1977.
6 DEFAULT OR BREACH
Without prejudice to Sonardyne’s other rights and remedies Sonardyne may terminate the hiring if the Customer shall:-
6.1 Fail to pay any sums agreed due when due;
6.2 Be in breach of any of its obligations;
6.3 Engage in or allow any act or thing which may prejudice or endanger Sonardyne’s property or rights in the Products;
6.4 Be wound up or have to take any steps towards winding up or be subject to any insolvency proceedings or actions; or
6.5 Have a petition for the appointment of an administrator is presented against them.
7 CONSEQUENCES OF THE TERMINATION
7.1 Immediately upon the hiring of the Products being terminated as in Clause 6, the Customer shall pay to Sonardyne:
7.1.1 All arrears of rent including apportioned rent for any broken period;
7.1.2 Damages for any breach of this Agreement and all expenses and costs incurred by Sonardyne in retaking possession of and selling or attempting to sell the Products and/or enforcing its rights under this Agreement.
8 INTELLECTUAL PROOPERTY AND CONFIDENTIALITY
8.1 All Intellectual Property Rights in the Products shall at all times remain vested in Sonardyne or the owner thereof. The hire of the Products by the Customer does not transfer any rights whatsoever to the design of or Intellectual Property Rights in the Products, nor does the Customer have any licence to duplicate, manufacture or copy the Products or any of the supporting documentation supplied by Sonardyne.
8.2 All drawings, designs, samples and technical and other materials (“Confidential Information”) whatsoever supplied by Sonardyne at any time remain Sonardyne’s exclusive property, must be returned upon demand, must be treated as confidential, and must not be loaned, copied or otherwise used without the consent in writing of Sonardyne except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required by law or court order.
9.1 Any delay or failure of Sonardyne to exercise any right or remedy shall not constitute a waiver of it or them and any of Sonardyne’s rights or remedies may be enforced separately or concurrently with any other right or remedy now or in the future accruing to Sonardyne to the effect that such rights are cumulative and not exclusive of each other.
9.2 Any written communication from Sonardyne to the Customer shall be sufficiently served if sent by facsimile, prepaid post or letter delivered by hand to the address of the Customer as referred to above and if sent by post shall be deemed to have been received by the Customer forty eight (48) hours after the time of facsimile transmission or posting and at the date of delivery if delivered otherwise than by post to the Customer’s said address.
9.3 All sums payable hereunder shall be paid together with the addition of applicable value added tax.
9.4 The continuance of this Agreement or the Customer’s liability for payment of rentals and all other sums under it shall not be affected in any way by the loss, theft, total loss or any damage to or any defect in the Products whether latent or patent save as provided in clause 4.4.
9.5 All the obligations of the Customer under this Agreement shall be discharged at the Customer’s cost and expense.
9.6 Sonardyne may assign its rights or obligations under this Agreement. This Agreement may not be assigned by the Customer.
10 GOVERNING LAW
10.1 The laws of England and Wales shall govern these Terms and Conditions.
AS WITNESS the hands of the parties hereto or their duly authorised representatives the date first above written.
for and on behalf of SONARDYNE ASIA PTE LTD.
Printed Name …………………………….
for and on behalf of CUSTOMER FULL TITLE
Printed Name …………………………….
PRODUCTS AND CHARGES
A. Product Details
Item Serial Number(s)
Total Hire Charges
B. Replacement Costs
Insert and units
Make clear it is per unit value
C. The Hire Term
The Hire Term is a period of [ ] Months. (Or amend to days /weeks or a specific date)
D. Date of Shipment
The Date of Shipment is [ ] 2017.
(Note: Sonardyne delivers at Customer cost to agreed location OR Customer agrees to collect from Sonardyne.)
Sonardyne shall deliver at the Customer’s cost the Products to the location:
[Insert here name and location details ]
At the end of the term, Customer shall deliver at its cost the Products to the location:
34, Loyang Crescent, Block B, Singapore 508993
Version 1.3 12th June 2017