Dispense Terms and Conditions
DISPENSE EQUIPMENT TERMS AND CONDITIONS
1. In these terms “Dispense Equipment” means any equipment supplied by IGC, including but not limited to the equipment listed at Appendix 1 to the Agreement and any other beer lines, cellar equipment, fonts and drip trays, or other equipment as mutually agreed by the parties for the use in storage, refrigeration, and/or dispensing of beers. Other capitalised terms and expressions in these Dispense Equipment Terms and Conditions that are not otherwise defined herein have the meanings set out in the IGC Standard Terms and Conditions of Trade.
2. IGC shall provide on loan to the Customer the Dispense Equipment at the Outlet.
3. Subject always to the terms of the Agreement, IGC shall provide the Dispense Equipment for the Term. If the arrangement between the parties continues beyond the Term on an implied basis, IGC shall continue to provide the Dispense Equipment, subject to the terms set out in the Agreement, until either the Agreement is terminated or either party provides at least 4 weeks’ written notice to the other party of termination of the loan of the dispense equipment.
4. In addition to the Customer Obligations set out in the IGC Standard Terms and Conditions, the Customer shall:
4.1. ensure that all required Dispense Equipment installation work will be undertaken by the designated IGC Dispense Equipment installer unless otherwise expressly agreed in writing by both parties;
4.2. at its own cost keep the Dispense Equipment thoroughly cleaned and maintained on a weekly basis in accordance with IGC’s instructions and to the satisfaction of IGC,;
4.3. notify IGC immediately if the Dispense Equipment or any part thereof is damaged, lost, destroyed or becomes defective, howsoever caused;
4.4. permit IGC or any other person authorised by IGC to inspect and test the Dispense Equipment from time to time and for those purposes to enter the Outlet at reasonable times;
4.5. not remove the Dispense Equipment from the Outlet without IGC’s prior written consent;
4.6. not alter, add to, interfere with or modify the Dispense Equipment without IGC’s prior written consent;
4.7. not use the Dispense Equipment for anything other than the purpose nominated by IGC;
4.8. not use any the Dispense Equipment for the dispensing of any alcoholic beers other than those supplied to the Customer by IGC unless otherwise agreed by the parties in writing;
4.9. ensure that any use of the Dispense Equipment by the Customer complies with all relevant statutes, regulations and by-laws;
4.10. take all necessary precautions to prevent damage being caused to persons or property arising out of the use of the Dispense Equipment, and indemnify IGC against all losses, costs, claims and expenses in respect of or arising out of any such damage;
4.11. not do, or allow to be done or omitted to be done, anything which could adversely affect any of the Dispense Equipment; and
4.12. protect the Dispense Equipment against distress, execution or seizure.
Each of the above shall be included in the definition of “Customer Obligations” set forth in the IGC Standard Terms and Conditions of Trade.
5. The Customer shall, at its cost, keep the Dispense Equipment insured at all times during the Term for full insurable value against loss or damage by fire, earthquake, accident, theft and such other risks as IGC may require. If required by IGC at any time, the Customer will provide IGC with evidence of payment of insurance premium.
6. The Dispense Equipment is and remains the sole and exclusive property of IGC at all times, including after the expiry of the Agreement, unless otherwise expressly agreed in writing between the parties. Any accessories, parts or replacements which may be supplied with or subsequently attached to the Dispense Equipment shall be deemed to have become part of the Dispense Equipment and shall be subject to the terms of this Agreement.
7. IGC may effect all repairs or do anything that it may decide necessary to protect the Dispense Equipment and its interests therein and the cost of any such repairs or acts shall be forthwith paid by the Customer to IGC and shall be recoverable under the terms of these Dispense Equipment Terms and Conditions;
8. Each of the below shall be included in the definition of “Events of Default” set forth in the IGC Standard Terms and Conditions of Trade.
8.1. The Customer fails in IGC’s reasonable opinion to comply with any of the obligations set forth at clause 4 of these Dispense Equipment Terms and Conditions;
8.2. IGC has reasonable grounds to believe that the Dispense Equipment removed has been or will be destroyed, damaged, endangered, disassembled, concealed, sold, or otherwise disposed of contrary to the provisions of the Agreement;
8.3. any of the Dispense Equipment is destroyed or lost (including lawful confiscation) or damaged beyond repair (as determined by IGC);
8.4. the Customer enables a third party to be entitled to put forward any claim or lien on the Dispense Equipment or any part of it (whether for repairs or otherwise); or
8.5. the Customer sells, leases, bails, mortgages, pledges, creates or permits to subsist any security interest over, or otherwise disposes of or parts with possession or control of, any of the Dispense Equipment.
9. In addition to IGC’s Options upon Default set out in the IGC Standard Terms and Conditions, if an Event of Default occurs, IGC may (a) terminate these Dispense Terms and Conditions with immediate effect; and/or (b) require the Customer to pay to IGC upon demand (i) a rental payment in respect of current and prior months within the Term (to be determined by IGC acting reasonably); (ii) any default interest; and (iii) all expenses reasonably incurred by IGC in installing and where applicable obtaining possession of the Dispense Equipment (including the initial installation cost and the cost of repair or reinstatement of premises incidental to the removal of the Dispense Equipment).
10. Termination of these Dispense Equipment Terms and Conditions for any reason will not release the Customer from any liability for any money payable by the Customer to IGC under this Agreement.
11. Upon termination of the Agreement and/or these Dispense Equipment Terms and Conditions for any reason, the Customer shall ensure that the Dispense Equipment is in the same condition as it was at the time it was provided to the Customer, subject only to reasonable wear and tear.
12. Upon termination of the Agreement and/or these Dispense Equipment Terms and Conditions for any reason, the Customer agrees, at IGC's election, to:
12.1. deliver the Dispense Equipment or any part thereof to IGC or any other person that IGC notifies to the Customer in writing; and/or
12.2. permit IGC to retake possession of the Dispense Equipment or any part thereof; and/or
12.3. agree a price for the purchase of the Dispense Equipment, whereupon IGC shall transfer ownership of the Dispense Equipment to the Customer.
13. Where IGC elects to retake possession of the Dispense Equipment or any part thereof under clause 7.3 in the Agreement, the Customer hereby authorises IGC and its servants and agents to enter the Outlet without further notice to do all acts which it considers necessary to retake possession.
14. Upon termination of the Agreement and/or these Dispense Equipment Terms and Conditions for any reason, the Customer shall ensure that the Dispense Equipment is in the same condition as it was at the time it was provided to the Customer, subject only to reasonable wear and tear.