LOOP Terms & Condition

ROKBOX LOOP TERMS AND CONDITIONS OF RENTAL

1. Interpretation
1.1. Definitions:
Artwork: any painting or other artwork stored or transported in the Crates.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.
Contract: the contract between the Supplier and the Customer for the rental of the Crates in accordance with these Conditions.
Crates: the ROKBOX crates (or any part of them) to be supplied by the Supplier as set out in the Order.
Customer: the individual, firm or company who rents the Crates from the Supplier.
Delivery: delivery of the Crates to a Customer as specified in Clause 4.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Contract. Inability to pay is not Force Majeure.
Hire Fee: means the Hire Fee for the Crates set out in the Order.
Hire Period: means the period for the hire of the Crates as set out in Clause 3.
Order: the Customer’s order for the rental of Crates, as set out in the Supplier’s order form or other written form acceptable to the Supplier.
Product Guidelines: the Supplier’s written guidelines for the use and handling of the Crates as issued by the Supplier from time to time.
Supplier: Rokbox Rental Ltd (registered in England and Wales with company number 14701413 trading as ROKBOX LOOP whose business address is at 136 China Works, and Black Prince Road, London SE1 7SJ.
1.2. Interpretation:
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes faxes and emails.
2. Basis of contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to rent the Crates in accordance with these Conditions. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.3. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.4. Any samples or drawings, or descriptive, promotional or marketing material produced by the Supplier in printed or digital form are produced for illustrative purposes only and shall not form part of the Contract nor have any contractual force.
2.5. The Contract constitutes the entire agreement between the Customer and Supplier and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2.6. The Customer agrees that it shall have no remedies in respect of any statement, representation, assurance, warranty or claim that is not set out in the Contract. The Customer agrees that it shall have no claim for innocent or negligent misrepresentation.
3. Term and Hire
3.1. Unless terminated earlier in accordance with clause 10, this Contract shall continue for a fixed period of 28 days or such other period as specified in the Order, whereupon it shall automatically terminate unless by agreement extended for further periods of one week at a time (Hire Period).
3.2. On and subject to these Conditions the Supplier agrees to hire the Crates to the Customer.
4. Delivery
4.1. Subject to clause 4.2, the Customer shall take Delivery of the Crates by collecting them from the location set out in the Order or from such other location as the parties may agree in writing (the delivery location).
4.2. Delivery is completed on the completion of the loading by the Customer of the Crates at the delivery location.
4.3. The Supplier shall not be liable for any delay in Delivery of the Crates that is caused by a Force Majeure Event or the Customer’s failure to take or accept Delivery of the Crates from the delivery location.
4.4. If the Customer fails to take or accept Delivery of the Crates on the agreed delivery date, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract the Supplier shall be entitled to store the Crates until Delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.5. The Supplier may deliver the Crates by instalments, which shall be invoiced and paid for separately. Any delay in Delivery of or defect in an instalment shall not entitle the Customer to cancel any other installment. The Customer must notify the Supplier upon Delivery of the Crates if any items are missing, damaged or unusable.
5. Title
5.1. The Supplier shall at all times retain ownership of the Crates and the Customer shall not do or allow to occur anything which might adversely affect the Supplier’s right, title or interest in the Crates.
5.2. The Customer shall ensure that the Crates and the premises in which they are housed is kept safe and secure and that a level of security is provided in respect of it as is commensurate with best industry practice.
5.3. The Customer shall not:
(a) create, or allow to be created over the Crates any lien, charge or other security;
(b) lend, lease, sell or otherwise part with possession of the Crates or represent it may do any of those things; or
(c) connect or attach the Crates to any land or buildings.
5.4. The Customer shall:
(a) ensure that the Crates are clearly identifiable as belonging to the Supplier;
(b) not remove or alter any identifying mark on the Crates; and
(c) inform the Supplier immediately if it becomes or is reasonably likely to become subject to any of the events or circumstances set out in clauses 10.1(b) or 10.1(c).
6. Risk in the Crates
The risk in the Crates for insurance purposes shall pass to the Customer on Delivery.
7. Use of and Damage to Crates
7.1. The Customer shall at all times use the Crates in accordance with the Product Guidelines.
7.2. If the Crates are damaged during the Hire Period, the Customer shall pay to the Supplier the cost of any repair to the Crates.
7.3. If any of the Crates are damaged beyond repair during the Hire Period the Customer shall pay to the Supplier the cost of replacing such Crates, such replacement costs shall be as set out in the Order or as notified by the Supplier to the Customer at the time of placing the order.
7.4. The Supplier shall invoice the Customer for all costs in connection with damage to the Crates within 5 Business Days of the return of the Crates by the Customer in accordance with clause 11.1, such invoice shall be payable immediately upon receipt.
8. Liability for contents of Crates
The Customer acknowledges that neither the Supplier nor its agents or sub-contractors shall have liability to the Customer on any account whatsoever, nor whether in contract, tort (including negligence) breach of statutory duty or otherwise, for any loss of or damage to the Artworks. It is the Customer’s responsibility to ensure that the contents are suitably insured for any such loss or damage.
9. Price and payment
9.1. The Hire Fee for the Crates shall be as set out in the Order.
9.2. The Supplier may, by giving notice to the Customer at any time increase the Hire Fee of the Crates to reflect any increase in the cost of the Crates that is due to:
(a) Any request by the Customer to change the Delivery date(s), quantities or types of Crates ordered; or
(b) Any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3. The Hire Fee:
(a) Excludes amounts in respect of value added tax (VAT) or equivalent sales or local taxes as may be applicable, which the Customer shall additionally be liable to pay to the Supplier at the rate prevailing; and
(b) Excludes the costs and charges of transport of the Crate, insurance in transit which shall be invoiced to and payable by the Customer and any import duties.
9.4. The Customer shall pay the Hire Fee in advance in full and in cleared funds not less than 48 hours before the first Business Day of the Hire Period. Payment shall be made in such currency as is set out in the Order and made to the bank account nominated in writing by the Supplier. If the Hire Period is extended pursuant to clause 3.1, the Customer shall pay the Hire Fee relating to such extended period in advance in full and in cleared funds on the first Business Day of each week to which the extension relates.
9.5. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to charge the Customer interest on the overdue amount at the rate of 4 (four) % per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
9.6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
10. Termination
10.1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) The Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
10.2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Crates under the Contract if the Customer becomes subject to any of the events listed in clause 10.1(b) or clause 10.1(c) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11. Consequences of termination
11.1. At the end of the Hire Period or any earlier termination of this Contract or upon not less than 3 Business Days’ prior notice the Customer shall:
(a) at its own cost promptly deliver the Crates, in the same condition they were in when Delivered to the Customer, to the Supplier at its hub specified in the Order, or such other of the Supplier’s hubs as the Customer shall notify to the Supplier in writing not less than 7 days prior to such delivery
(b) immediately pay all amounts payable by way of the Hire Fee (and interest if applicable) regardless of whether due.
11.2. On termination of the Contract for any reason:
(a) the Customer shall within five Business Days return any materials of the Supplier then in its possession or control; if it fails to do so, the Supplier may enter any premises owned by or under the control of the Customer and take possession of them;
(b) the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
11.3. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. Limitation of liability
12.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) Fraud or fraudulent misrepresentation;
or
(c) Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.2. Subject to clause 12.1:
(a) The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to the value of all Hire Fees paid to the Supplier in the calendar year in which the claim is made.
13. Force majeure
The Supplier shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks or more the Customer may terminate this Contract by giving two weeks written notice to the Supplier.
14. General
14.1. Assignment and other dealings
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
14.2. Confidentiality
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause
(b) Each party may disclose the other party’s confidential information:
(i) To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14.2; and
(ii) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3. Entire agreement
(a) This Contract constitutes 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.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
14.4. Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.5. Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
14.6. Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.7. Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email].
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 14.7 (a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.8. Third party rights No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
14.9. 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.
14.10. Jurisdiction Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter.

Company Registration no: 14701413. ROKBOX LOOP is a trading name of ROKBOX Rentals LTD.
Registered Office Address: 136 China Works, Black Prince Road, London SE1 7SJ
www.rok-boxloop.com T: +44 (0)20 3176 8573