HIRE AGREEMENT for PRODUCTS
THIS AGREEMENT (“Agreement”) is made on (“Commencement Date”)
(1) SONARDYNE INC. (registration no.76-0261169) a company incorporated in Texas whose address is Suite 130, 8280, Willow Place Drive, Houston, Texas, 77070, U.S.A. (“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. The Products shall be and at all times remain the property of Sonardyne.
2.2 Sonardyne agrees to hire to the Customer the Products on these terms and conditions for the period (the “Hire Term“) and the rental charges shall become payable from the day after the date of shipment from 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 specified in Schedule 1 or otherwise shall be the amount equal to the list price in the current Sonardyne Price List.
2.4 “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets).
3 TERM AND RENTAL
3.1 The Hire Term shall be specified at the 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.
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 [ insert here if used and delete brackets ] where a mobilisation charge will be payable in any event. (Note: if there is no mobilisation please insert NOT USED for 3.2 and delete the text)
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 the appropriate governmental authority.
4 CUSTOMER OBLIGATIONS
The Customer agrees:-
That time for payment of all charges under this Agreement 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 fully 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 by Sonardyne, 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 To use and operate the Products in accordance with applicable regulations, including all licencing and permitting requirements.
4.4.1 For the duration of 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 (including whilst in transit). The Products shall remain on hire until the date of receipt of written notification of loss by Sonardyne from 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 procure any necessary insurance coverage 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’s office or at such other address as Sonardyne shall require, or at Sonardyne’s option to allow Sonardyne and its representatives access to the Customer’s premises to remove them.
If Sonardyne shall accept any variation to the order 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 by Sonardyne 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. Notwithstanding any other provision to the contrary under this Agreement, 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.
5.5 Sonardyne shall have no liability for any advice given by Sonardyne personnel which is not contracted to be provided under this Agreement.
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 that fall due under this Agreement;
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 other analogous situation; or
6.5 Have a petition for the appointment of an administrator presented against them.
7 CONSEQUENCES OF 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 rental charges, including apportioned rental charges 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 PROPERTY 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, data, 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 not be disclosed to any person or party, 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 The Customer shall not engage in any activity which could constitute bribery or corruption and shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption.
9.2 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.
9.3 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.
9.4 All sums payable hereunder shall be paid together with the addition of applicable value added tax.
9.5 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.
9.6 All the obligations of the Customer under this Agreement shall be discharged at the Customer’s cost and expense.
9.7 Sonardyne may assign its rights or obligations under this Agreement. This Agreement may not be assigned by the Customer.
10 GOVERNING LAW & JURISDICTION
10.1 The laws of the State of Texas shall govern these Terms and Conditions, and any dispute under this Agreement shall be subject to the exclusive jurisdiction of the Texas courts.
AS WITNESS the hands of the parties hereto or their duly authorised representatives the date first above written.
for and on behalf of SONARDYNE INC.
Printed Name …………………….
for and on behalf of CUSTOMER FULL TITLE
Printed Name …………………….
PRODUCTS AND CHARGES
A. Product Details
Item Serial Number(s)
Item rate per day of if free of charge leave blank
Total Hire Charges
* In consideration of the payment by the Customer to Sonardyne the sum of $1.00 (receipt of which is hereby acknowledged).
(note: * references to be used only if hire is FREE OF CHARGE and it means the $1 doesn’t need to be collected. Otherwise remove all reference and add hire rate values in normal way. In any event remove this note before issue)
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, remove note before issue)
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 at their cost. Insert delivery/collection point details below and ensure wording is appropriate. Remove this note before issue)
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:
Suite 130, 8280 Willow Place Drive, Houston, Texas 77070, USA