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last updated - 24 . 04 . 2018
REGISTERED OFFICE: Kemp House 160 City Road, London EC1V 2NX UNITED KINGDOM // VAT REGISTRATION NUMBER: 291 0116 35
1 - INTERPRETATION
1.1 In these Conditions: ‘The ‘Contractor’’ means Modular Exhibition Stands Limited which agrees to perform the Contract Work subject to pre payment and all other required items received by stated due dates. ‘Contract Work’ means any or all of the work which the ‘Contractor’ agrees to perform and/or the services which the ‘Contractor’ agrees to provide including the provision of Goods on hire or by sale in accordance with the relevant quotation. ‘Goods’ means all goods of whatsoever description including but not limited to materials, plant, equipment, machinery and fittings. ‘‘Customer’’ means the person, firm or corporate body who agrees to purchase Contract Work. ‘Contract’ means any contract between the ‘Contractor’ and the ‘Customer’ for the carrying out of Contract Work. ‘Quotation’ means a quotation by the ‘Contractor’ for the Contract Work.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect the interpretation of a Contract.
1.4 A reference to one gender includes a reference to the other gender.
2 - ORDERS AND SPECIFICATIONS
2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the ‘Customer’ purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No variation of, or addition to, these Conditions shall be effective unless in writing and signed by the ‘Contractor’ and the ‘Customer’.
2.3 The ‘Customer’ acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the ‘Contractor’ which is not set out in the Contract. Nothing in this condition shall exclude or limit the ‘Contractor’’s liability for fraudulent misrepresentation.
2.4 Any typographical or clerical error or omission in any Quotation, price list, acceptance, invoice or other such document or graphic proof issued by the ‘Contractor’ shall be subject to correction without any liability on the part of the ‘Contractor’.
2.5 All specifications, descriptions, drawings, designs, measures or other information provided by the ‘Contractor’ in relation to Contract Work and/or Goods are approximate and, in relation thereto, the ‘Contractor’ reserves the right to incorporate modifications or amendments in Contract Work subject to the consent of the ‘Customer’, such consent not to be unreasonably withheld
2.6 A Contract shall be created by the ‘Contractor’ accepting a Quotation or otherwise placing an order with the ‘Contractor’, irrespective of how such Quotation, acceptance or order is expressed.
2.7 The ‘Customer’ shall be responsible to the ‘Contractor’ for ensuring the accuracy of the terms of any order or other material (including any applicable specification) submitted by it or on its behalf and for giving the ‘Contractor’ any necessary information relating to Contract Work within a sufficient time to enable the ‘Contractor’ to perform the Contract in respect thereof in accordance with its terms.
2.8 The ‘Customer’ shall be responsible for obtaining all necessary licences and other permissions whatsoever for the performance of Contract Work.
2.9 The ‘Customer’ shall be responsible for ensuring that every building, path, private road, open space or other property to be used in the performance of Contract Work is safe and suitable for the intended use and, without limitation of the foregoing, is adequately served with all required public utilities.
2.10 The ‘Customer’ may not cancel a Contract unless the ‘Contractor’ agrees in writing and then on the terms that the ‘Customer’ shall indemnify the ‘Contractor’ in full against all loss (including loss of profit, costs (including the cost of all labour and materials used), claims, actions, damages, charges and expenses) incurred by the ‘Contractor’ as a result of cancellation.
2.11 The ‘Contractor’ shall have and retain the property, copyright, design right and all other intellectual or industrial property rights in all know how, trade secrets, , trade marks, service marks, drawings, designs, plans, models, specifications and/or estimates prepared by the ‘Contractor’. If the ‘Customer’ uses or allows any third party to use any design or other intellectual property rights of the ‘Contractor’ provided as part of the Contract Work other than as contemplated under the Contract, the ‘Customer’ will, without prejudice to any other remedy available to the ‘Contractor’, pay the ‘Contractor’ under the Contract plus VAT.
2.12 Where the ‘Customer’ is to supply goods (‘‘Customer’’s Property’) to the ‘Contractor’ in connection with the Contract Work the ‘Contractor’ will not be liable to the ‘Customer’ for loss of or any damage to ‘Customer’’s Property unless caused by the negligent act or omission of the ‘Contractor’.
2.13 If any part of Contract Work is to be performed elsewhere than on the ‘Contractor’’s premises, the ‘Customer’ shall be responsible to the ‘Contractor’ for insuring the place of performance of such Contract Work and shall indemnify the ‘Contractor’ against liability for any damage to the place of performance of such Contract Work, however caused.
3 - PRICES
3.1 The ‘Contractor’ will quote for Contract Work only after the ‘Contractor’ has received a verbal or written specificationfrom, or on behalf of, the ‘Customer’.
3.2 The Quotation shall be open for acceptance within either the period stated on each quote, if none is stated, within one calendar month of its issue date.
3.3 The ‘Contractor’ reserves the right by giving notice to the ‘Customer’ at any time before completion of Contract Work to increase the price of the applicable Contract in the following circumstances:
3.3.1 Where additional work is performed at the ‘Customer’’s request; and/or
3.3.2 to reflect any increase in the cost to the ‘Contractor’ which is due to any factor beyond the ‘Contractor’’s control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour, materials or other costs of performance) or any failure of the ‘Customer’ to give the ‘Contractor’ adequate information or instructions; and/or
3.3.3 without prejudice to the generality of condition 3.3.2 above, to reflect any increase in the general index of retail prices compiled by the United Kingdom Department of Employment and published in the United Kingdom in the monthly digest of statistics by the Central Statistical Office or any index substantially replacing it.
3.4 Prices are exclusive of VAT and, where applicable, any additional delivery charges or substitute taxes, levies, imposts, duties, fees or charges all of which shall be paid by the ‘Customer’.
4 - TERMS OF PAYMENT
4.1 The ‘Customer’ shall pay 65% or in some cases 80% or 100% of the price of a Contract with order by the due date stated on the final quotation (see note 11.1) and shall pay the full balance including any extra sums due no later than fourteen days after the ‘‘Contractor’s’ last installation date / despatch date, under Condition 3.3 above. Work as notified by the ‘Contractor’ or, where Contract Work relates to an exhibition, on the opening of the exhibition if earlier. Time for payment shall be of the essence. Receipts for payment will be issued only on request.
4.2 Where The 'Customer' has engaged in design or artwork services only with The 'Contractor', no up front fee is due but full invoice payment will be due no later than fourteen days after the project's invoice issue date. However, all new 'Customers' agree to pay 65% of the quoted projects total up front as a deposit as there is no trading history between The'Customer' and The 'Contractor'. All designs are copyrighted to The 'Contractor' and are wholly owned by The 'Contractor' until such time as all monies owed for that project have been received as clear funds. At this point only, The 'Customer' shall be deemed to owner of such designs / artwork unless written retention of ownership has been issued by The 'Contractor'.
4.3.1 If the ‘Customer’ fails to make any payment on the due date then, without prejudice to any other right or remedy available to the ‘Contractor’, the ‘Contractor’ shall be entitled, at its option at any time thereafter to:
4.3.2 terminate the relevant Contract and suspend further performance of Contract Work; and
4.3.3 require the immediate return of any Goods hired to the ‘Customer’; and
4.3.4 require full payment, without deduction, of the total amount due and/or which would have become due under the relevant Contract but for termination
4.4 Property in Goods supplied by way of sale under a Contract shall not pass until payment by the ‘Customer’ of all sums due under the Contract under which the Goods were delivered; until property in such Goods passes the ‘Customer’ shall hold them as bailee for the ‘Contractor’, shall store them separately from all other property of the ‘Customer’ or any third party, marked so as to be clearly identifiable as belonging to the ‘Contractor’, shall keep them insured against all usual risks in their full invoice value and, if any of the events referred to in condition 9 occurs, the ‘Customer’ shall place such Goods at the disposal of the ‘Contractor’ and the ‘Contractor’ shall be entitled to enter upon any premises of the ‘Customer’, or any other premises where such Goods are kept, for the purpose of removing them.
5 - THIRD PARTY FREIGHTING SERVICES;
5.1 To give 'Customers' the most competitive freighting rates, all freighting charges are to be paid for directly by the client / exhibitor, although we may liaise with the agent regarding collection and delivery dates, the 'contract' of service will be between the Freighting company and the client / exhibitor. The client / exhibitor will be invoiced directly by the Freighting company and it is the client’s / exhibitor’s responsibility to pay for these services in accordance with the Freighting company's due dates and T&C’s to ensure Modular Exhibition Stand Limited’s stand hardware / crate arrives on time.
5.2 The client / exhibitor must also pay for a Goods In Transit Insurance Premium for the replacement cost of all Modular Exhibition Stand Limited’s items within the freighted crates.
5.3 Please note, all freighting quotes / estimates are obtained based on estimated crate sizes / estimated volumes and estimated weights,. Final dims / weights can not be confirmed before hand. Actual freighting invoice values will only be confirmed once crate dimensions, volumes and weights have been gained by the respective freighting recipient agent - therefore be aware this may affect the final cost of freighting downwards or upwards. Any cost increases / decreases will be notified directly to the client / exhibitor who shall be responsible for the payment of the final invoice value.
6 - WARRANTIES
6.1 Provided that notice is given as soon as reasonably possible, and in any event within fourteen days of the defect being discovered and Provided Always that in the case of Goods such notice must be given within the period of hire, where supplied on hire, or within 12 months of the date of delivery, where supplied by way of sale, if the ‘Customer’ gives notice of a defect in Contract Work, and the defect was not caused in whole or in part by any matter, action or occurrence outside the ‘Contractor’’s control the ‘Contractor’ shall, in its sole discretion, either remedy the defect or refund to the ‘Customer’ a reasonable proportion of the price of the Contract.
6.2 Third party goods sold to clients / exhibitors shall carry the manufacturers warranty supplied with the good. Client's / exhibitors will need to liaise with the manufacturer in order to action a Warranty issue with third party supplied goods.
7 - LIABILITY
7.1 The terms of Condition 5 are, to the extent legally permissible, in lieu of all conditions, warranties and statements of whatever nature In respect of Contract Work whether express or implied by statute, trade, custom or otherwise and any such condition, warranty or statement is hereby excluded.
7.2 The ‘Contractor’ shall not be liable for any defect in Contract Work arising directly or indirectly from compliance with any drawing, design, specification or order of the ‘Customer’.
7.3 Without prejudice to the terms of Conditions 6.1, 6.2 and 6.4, the ‘Contractor’ will accept liability for any loss or damage sustained by the ‘Customer’ as a direct result of any breach of a Contract or of any liability of the ‘Contractor’ (including negligence) in respect of the performance of a Contract provided that such liability shall be limited to payment of damages not exceeding the invoice value of the Contract in questions.
7.4 Subject to the terms of Condition 6.6, the ‘Contractor’ shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the ‘Contractor’’s contemplation);
7.4.1 Loss of profits, business or revenue whether sustained by the ‘Customer’ or any other person; and/or
7.4.2 special, indirect or consequential loss or damage, whether sustained by the ‘Customer’ or any other person; and/or
7.4.3 any loss arising from any claim made against the ‘Customer’ by any other person.
7.5 The ‘Customer’ shall indemnify the ‘Contractor’ against all claims, actions, costs, expenses (including court costs and legal fees) or other liabilities whatsoever in respect of:
7.5.1 Any liability arising under the Consumer Protection Act 1987, unless caused by the negligent act or omission of the ‘Contractor’ in the manufacture and/or supply of Goods; and/or
7.5.2 any claim for breach of industrial and/or intellectual property rights arising out of compliance with any drawings, designs, specifications or order of the ‘Customer’; and/or
7.5.3 any breach of Contract or negligent or wilful act or omission of the ‘Customer’ in relation to a Contract. 7.6 Nothing in these conditions excludes or limits the liability of the Company:
7.6 For death or personal injury caused by the Company’s negligence;
7.6.1 under section 2(3) of the Consumer Protection Act 1987;
7.6.2 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
7.6.3 for fraud or fraudulent misrepresentation. NOTHING IN THESE CONDITIONS SHALL AFFECT THE STATUTORY RIGHTS OF A CONSUMER
8 - HIRED GOODS
8.1 Unless specifically provided by way of sale, all Goods used or supplied by the ‘Contractor’ in connection with Contract Work shall be deemed to be on hire to the ‘Customer’. The ‘Customer’ shall indemnify the ‘Contractor’ against the loss of and/or damage to hired Goods unless caused by the negligent act or omission of the ‘Contractor’. The ‘Customer’ shall keep hired Goods in his possession and/or under his control at all times and shall not remove them from the place where they are installed by the ‘Contractor’ without the latter’s prior written consent. Upon expiry of the period of deemed hire, or upon the earlier termination of the relevant Contract, the ‘Customer’ shall no longer be in possession of hired Goods and the ‘Contractor’ may at any time without notice retake possession of such hired Goods and the ‘Contractor’ shall be entitled to enter the premises of the ‘Customer’ and/or any other place of performance of Contract Work, for such purposes.
9 - FORCE MAJEURE
9.1 The ‘Contractor’ shall be entitled, without liability on its part and without prejudice to its other rights, to terminate a Contract or any unfulfilled part thereof or, at its option, to suspend or give partial performance under it, if performance by the ‘Contractor’ or by its suppliers is prevented, hindered, or delayed whether directly or indirectly by reason of any cause whatever beyond the ‘Contractor’’s or its suppliers’ reasonable control, whether such cause existed on the date when the Contract was made or not.
10 - INSOLVENCY
10.1 If the ‘Customer’, being an individual, or being a firm, if any partner in the ‘Customer’ is the subject of a petition for a bankruptcy order or of an application for an interim order under Part Vlll of the Insolvency Act 1986, or if the ‘Customer’, being a company, compounds with its creditors or has a receiver or manager appointed in respect of all or of any part of its assets or is the subject of an application for an administration order or of any proposal for a voluntary arrangement under Part 1 of the Insolvency Act 1986, or enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction, or if the ‘Contractor’ reasonably believes that any of the above events is about to occur, then the ‘Contractor’ shall be entitled immediately, and at any time thereafter, to terminate forthwith any Contract or any unfulfilled part thereof.
11 - GENERAL
11.1 Any deadline dates the ‘‘Contractor’’ suggest are shown in order to give the ‘‘Contractor’’ enough time to properly plan, pre build, test and check your proposed stand layout - these dates do not mean that hire stocks or labour have been secured for your project. The ‘‘Contractor’s’ install crews and hire stocks are continually being booked out to projects, therefore to avoid disappointment the ‘‘Contractor’’ strongly recommend making your pre payment just as soon as possible. All hire stocks and labour services are offered on a first come first served basis and can only be secured when the ‘‘Contractor’’ has received the agreed pre payment - stocks and install labour will then be held against your project for the stated install, show open and dismantle dates specified on our final quote.
11.2 No waiver by the ‘Contractor’ of any breach of Contract by the ‘Customer’ shall be construed as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.4 Any dispute arising under or in connection with these Conditions or the work done by the ‘Contractor’ shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party.
11.5 The ‘Customer’ shall not be entitled to assign the Contract or any part of it without the prior written consent of the ‘Contractor’.
11.6 Failure or delay by the ‘Contractor’ in enforcing or partially enforcing its rights under the Contract will not be construed as a waiver of any of its rights under the Contract.
11.7 The parties to this Contract do not intend that any term of this Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. This Contract shall be governed by the Laws of England.
12 - ARTWORK, DESIGN, PROJECT MANAGEMENT, WEB WORK RATES / PROOFING
12.1 ARTWORK RATES - ex VAT;
ARTWORK Hourly Rate - £30 /hr.
ARTWORK 4 hr Half Day Rate - £115 (4 hours total either; 09:00-13:00 hrs or 13:30-17:30 hrs).
ARTWORK 8 hr Day Rate - £225 (8 hours total between 09:00 hrs to 17:30 hrs).
12.2 DESIGN RATES - ex VAT;
DESIGN Hourly Rate - £35 /hr.
DESIGN 4 hr Half Day Rate - £140 (4 hours total either; 09:00-13:00 hrs or 13:30-17:30 hrs).
DESIGN 8 hr Day Rate - £270 (8 hours total between 09:00 hrs to 17:30 hrs).
12.3 PROJECT MANAGEMENT RATES - ex VAT;
PROJECT MANAGEMENT Hourly Rate - £40 /hr.
PROJECT MANAGEMENT 4 hr Half Day Rate - £160 (4 hours total either; 09:00-13:00 hrs or 13:30-17:30 hrs).
PROJECT MANAGEMENT 8 hr Day Rate - £310 (8 hours total between 09:00 hrs to 17:30 hrs).
12.4 WEB WORK RATES - ex VAT;
WEB WORK Hourly Rate - £30 /hr (layout changes, text amends).
WEB WORK Four page site - £225 (all copy / logos & images supplied).
WEB WORK Additional site pages - £55 each (all copy / logos & images supplied).
12.5 TWELVE MONTH WEBSITE HOSTING RATES - ex VAT;
1 SITE hosted including one webmail account - £105 annual payment (excludes initial domain name purchase).
1-3 THREE SITES hosted including three webmail accounts - £225.00 annual payment. (excludes initial domain names purchase).
12.6 Proofs of all work may be submitted for customer's approval and 'Contractor' shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to the 'Contractor' discretion, any subsequent changes to such style, type or layout required by the 'Customer' shall be subject to additional charges on a time and materials basis.
12.7 The "Contractor' will do their best to spot errors in 'Customer' supplied 'Ready To Print Files' but cannot be held responsible for such errors that have been included within 'supplied files which the "Contractor' understands as files being ready to print from.
12.8 Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by the 'Contractor' shall vest in and belong to the 'Contractor'. The 'Contractor' may use any artwork, images or printing produced by itself for the purposes of promoting itself, it shall be the 'Customers' responsibility to supply written notice that this is not permitted with their specific items. The 'Customer' shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials ("Materials") prior to instructing the 'Contractor' to reproduce the same. The 'Customer' shall indemnify and hold the 'Contractor' and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the 'Materials' by the 'Contractor' infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
12.9 Where The 'Customer' has engaged in design or artwork services only with The 'Contractor', no up front fee is due but full invoice payment will be due no later than fourteen days after the project's invoice issue date. However, all new 'Customers' agree to pay 65% of their first quoted project total up front as a deposit, in order for The 'Contractor' to proceed, as no trading history exists between The 'Customer' and The 'Contractor'. All designs are copyrighted to The 'Contractor' and are wholly owned by The 'Contractor' until such time as all monies owed for that project have been received as clear funds. At this point only, The 'Customer' shall be deemed to owner of such designs / artwork unless written retention of ownership has been issued by The 'Contractor'.
12.10 Unless negotiated and agreed in writing, the copyrights of general artwork, commissioned artwork, illustrations, website design, programming and copy belong to The ‘Contractor’. If you supply us with material, it is your responsibility to obtain all necessary copyrights for its use, and we The ‘Contractor’ assume that you possess these. In such cases, the copyright belongs to you. By signing this agreement, you agree to indemnify The ‘Contractor’ from any claim which arises regarding the use of material with which you supply us. We reserve the right to use any artwork or printing we produce for the purposes of promoting our services unless you request otherwise in writing.
12.11 The ‘Contractor’ reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies The ‘Contractor’ in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for The ‘Customer’. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
12.12 The ‘Contractor’ accept no liability whatsoever for consequential or third party losses, resulting in a delay in delivery howsoever caused.
12.13 The ‘Contractor’ accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided by The ‘Contractor’.
12.14 The ‘Contractor’ accept no responsibility if we are unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency The ‘Customer’ may, by written notice to The ‘Contractor’, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
12.15 The ‘Contractor’ shall not be liable for any loss to the customer arising from delay in transit caused by circumstances beyond The ‘Contractor’s’ control. The invoice The ‘Contractor’ sends you should be itemised, showing the cost of the design and research process, as well as the production itself. Supplying The ‘Contractor’ with suitable material will, therefore, reduce the time spent on design and, thereby, the final charge. VAT is charged at the current Customs & Excise rates and according to current regulations, irrespective of whether or not it is included in a price quotation.
12.16 All jobs put on hold or cancelled by The ‘Client’ during production will be invoiced at current stage and materials. This invoice must be paid in full together with any VAT that falls due accordingly.
12.17 If The ‘Client’ has been provided with a proof, The ‘Client’ agrees to the design and contents of the printed/pdf document as depicted on the proof. By approval via email, you absolve The ‘Contractor’ of all liability for any errors, omissions or discrepancies which may be present on the proof. Once the final proof if supplied, The ‘Customer’ may not able to make any changes to the final product, nor are you able to hold The ‘Contractor’ responsible for anything you are unhappy with. The 'Contractors' standard Terms & Conditions revokes your right to take any kind of action against The ‘Contractor’ for any aspect of the work with which The ‘Customer’ may later be dissatisfied with. As long as the finished product is as discussed / specified to the The ‘Client’ and is consistent with the proof if supplied, The ‘Customer’ must pay in full for the work. This fact applies whether or not you later take issue with any aspect of the product. These terms are final and non-negotiable.
12.18 Every effort will be made to obtain the best possible colour reproduction on The ‘Customers’ proofs but because of the nature of the processes involved, The ‘Contractor’ cannot guarantee an exact match in colour or texture between any materials with which The ‘Customer’ may supply The ‘Contractor’ with, and the printed article. Our budget business cards do not have a guaranteed specification. The ‘Contractor’ reserves the right to vary stock or quality as either we see fit, or circumstances/availability dictate. If the exact specification is important, the project must be notified as / ordered as a ‘bespoke project’ which may carry higher than normal charges.