Management Agreement Terms & Conditions
THE COMPANY
Vending-Direct.co.uk is a part of the CEMA Business Solutions Ltd group of businesses.
RENTAL PLAN
1. We agree to hire and you the hirer agree to take on hire, the machine(s) described for the period of hire set out, commencing on the agreement date.
1.1 Having paid the first rental, you shall punctually pay the rentals by way of direct debit. Prompt payment is vital and is a condition of this agreement.
1.2 If the lessor does not accept your proposal to rent the machine(s) within 14 days of the date of this, then we may by notice in writing:
1.3 Cancel the order, or elect to be the lessor and enter into a rental agreement with you.
1.4 Under no circumstance are you entitled to cancel this order.
SUPPLY AND INSTALLATION
2. We shall deliver and you will accept delivery of the machine(s) within eight weeks of the date of this order.
2.1 You will be responsible at your own cost for providing and maintaining the installation site where we shall reasonably specify: Suitable electrical connection; Suitable plumbing connections: An adequate supply of drinking water.
OPERATING PLAN
3. The operating plan shall commence on the date of installation of the first machine and shall be for a period equal to the rental period or twelve months whichever is the greater. But may be subject to early termination as provided elsewhere in these terms and conditions.
3.1 If you allow any third party to move disconnect or interfere with our equipment without our consent in writing then you will be responsible for and indemnify us in full in respect of any damage or loss, including consequential loss, resulting from your actions.
3.2 We shall provide full cleaning and sanitising services to the machines and shall stock the machines with ingredients between the hours of 09.00 and 17.00 up to seven days per week. We shall provide breakdown service twenty four hours per day seven days a week.
3.3 Upon becoming aware of any defect with the machines you will notify us immediately and take all practicable steps to ensure the machine is not used until such time as we have been able to inspect and/or deal with the defect and have indicated that you may use the machine.
3.4 You shall be responsible for and shall provide suitable drainage facilities within easy reach of the machine(s) and shall be responsible for the cleanliness of the area around the vending machine in accordance with all applicable statutory regulations and codes of practice.
3.5 You shall pay us the management fees 52 weeks per year and be responsible for value added tax on all beverage sales.
3.6 We shall be entitled to keep all revenue from the sales of sweets, canned drinks and snacks. You shall pay all invoices under the operating plan within 30 days of the invoice.
3.7 Any work carried out by ourselves to repair damage which has been caused other than by fair wear and tear including vandalism, accidental damage, failure of water supply, improper modification or maintenance shall be charged according to the cost of parts plus the standard labour rate.
3.8 We shall not be liable for any loss or damage consequential or otherwise arising from stoppage, fire or failure of the machine. However caused not arising from any delay in the supply of materials and/or consumables.
3.9 Charges under the maintenance contract are invoiced quarterly in advance and are payable immediately.
INSURANCE
4. You shall whilst this agreement remains in force keep insured with a reputable insurer the machines together with all stock and cash belonging to us on you premises. To the full replacement value of a similar new machine against all usual losses or risks including damage by fire, theft or vandalism.
4.1 If any loss or damage occurs to the machine or stock or the cash receipts you shall immediately give notice to us and assist in the making of all appropriate claims under the insurance policy You will not settle any such claim without our prior written consent.
4.2 You will indemnify us against all loss or damage to the machines, stock or cash belonging to us which is not recoverable.
ASSIGNMENT
5. We may assign our rights and transfer our obligations under this agreement but you may not do so.
TERMINATION
6. We may terminate this agreement on the happening of any of the following events:
6.1 You break any of the terms of this agreement or if over a period of twelve weeks the number of expected vends is not maintained. Or if the average revenue of an individual machine is less than £70 nett of V.A.T. per week., over a period of 12 weeks.
6.2 The machine is moved from the installation site without our prior consent or the machine is interfered with by any person other than our authorised representative.
6.3 You, being an individual partnership or other incorporated body shall suspend payment or propose to enter into any composition with your creditors or you commit an act of bankruptcy, or you being a company have a petition presented for your winding-up or an administration order or you pass a resolution or suffer an order of court to be made for your winding -up enter into company voluntary arrangement or if a receiver or administrative receiver is appointed in respect of you or you go into liquidation either voluntary or compulsory other than for the purpose of bona fide reconstruction or amalgamation.
DAMAGES
7.0 Upon termination prior to the end of the contracted operating plan, you will pay to us in relation to each machine an amount comprising the aggregate of:-
7.1 All arrears of any amounts due to us under this agreement, and any costs and expenses incurred by us in repossessing, recovering or restoring the machines or collecting any payments due under this agreement: and Damages equivalent to the gross revenue reasonably expected by us under the terms of this agreement for the unexpired period of the operating plan. Such revenue to be calculated by taking the average revenue based on the three months prior to termination and projecting the loss of profit to us during the balance of the operating plan.
7.2 If you wrongfully refuse to accept delivery of the machine then you acknowledge that you will be liable to pay us damages assessed in accordance with the above clause.
VARIATIONS
8.0 No variation to this agreement shall be valid unless confirmed by an authorised representative of ourselves in writing.
SEVERABILITY
9.0 If any terms of these conditions shall be held by a court of competent jurisdiction for whatever reason to be unenforceable then such unenforcability shall not effect the validity of the balance of these conditions which shall remain enforceable as if the relevant conditions had been deleted.
GOVERNING LAW
10.0 This agreement shall be interpreted in accordance with English law. Both parties submit to the non exclusive jurisdiction of the English courts.
