Standard Terms and Conditions for Services and Hire
Contracts
1. Interpretation
"Provider" means Projection Advertising Limited.
"Client" means the party requesting services and/or hire
equipment from the Provider.
"Services" means the services provided to the Client including
installation, operation and removal of hire equipment. "Equipment"
means all equipment provided to the Client.
"Hire" means the provision of Equipment for hire.
"Location" means anywhere other than the Provider's premises
where Services are provided or where Equipment is located.
"Contract" means the agreement between the Provider and the Client
and includes these Standard Terms.
2. Provision of Services and/or Equipment
2.1 The Provider provides and the Client accepts the Services
and/or Hire of Equipment subject to the Contract which shall not be
varied except as confirmed in
writing by the Provider.
2.2 The Client acknowledges that it has selected Services and
Equipment suitable for its purpose and that it has not been induced
to enter into the Contract by
any prior representation (including quality, performance, fitness
for purpose, functionality or use) except as specifically contained
in the Contract.
2.3 The Provider may sub-contract any of its obligations to a
competent third party.
2.4 Typographical or clerical errors or omissions in the Provider's
documents may be corrected by the Provider without liability.
3. Property, Risk and Liability
3.1 All Equipment shall remain the absolute property of
the Provider and the Client has no right, title or interest in the
Equipment. The Client accepts that the Provider may remove
Equipment from any Location and gives rights of access to any
Location to effect such removal.
3.2 The Client agrees to indemnify the Provider against loss or
damage (reasonable wear and tear excepted) to the Equipment and
shall at its own expense insure the Equipment against all losses
(including loss of earnings and other consequential loss) that the
Provider may incur. Equipment lost or damaged beyond economic
repair to be replaced with equivalent new equipment.
3.3 Except as expressly included in the Contract, all conditions,
warranties, and representations concerning the Services and
Equipment including their quality, description, fitness for purpose
or otherwise are excluded to the fullest extent permitted by
law.
3.4 The Client agrees that the Provider's entire liability in
respect of any delay, late delivery, defect or deficiency of or
relating to any Equipment or any failure, error or mistake by any
technician or other staff provided by the Provider or any other
occurrence adversely affecting the delivery of the Services shall
be limited and shall not exceed the total fees received for the
Services and Hire. In the case of recorded material, the Provider's
liability shall be limited to the cost of replacing blank media
only and in the case of loss or damage to the Client's or a third
party's physical property caused by the Provider's negligence shall
be limited to £1,000,000 for any event or series of connected
events.
3.5 The Provider will not be liable for loss of profits, loss of
contracts or any consequential loss suffered by the Client.
3.6 The Provider shall not be liable to the Client by reason of
delay or failure in performing any of the Provider's obligations
due to any cause beyond the Provider's reasonable control including
without limitation industrial actions or trade disputes.
3.7 The Provider shall have no liability unless the Client gives
the Provider reasonable details in writing within 90 days of the
occurrence of the matter giving rise to the claim.
3.8 The Provider accepts no responsibility for loss or damage to
any equipment or materials belonging to the Client or its
contractors, which the Provider may agree to store or transport,
and any such equipment shall at all times be at the Client's
risk.
4. Client's Obligations
The Client undertakes :-
4.1 To procure all necessary licences and permissions for any
projection, broadcasting, recording and other communication and to
indemnify the Provider against all loss, damage, costs and expenses
incurred by the Provider relating to any claim that providing the
Services infringes any copyright, trade mark or other intellectual
property rights of any third party or is undertaken without a valid
and effective licence or permission from any relevant building
owner, licensing or other regulatory authority.
4.2 To provide the Provider with free and timely access on Location
to such facilities (including power supplies and suitable working
sites) as the Provider may reasonably require.
4.3 Where the Provider's Services are dependent on the provision of
equipment or services provided by the Client or its contractors,
the Client shall ensure that all such equipment or services are
provided on time as agreed and required, are of adequate
specification and in good working order and are provided by
competent and experienced persons using appropriate care and
skill.
4.4 To take all reasonable precautions to protect the health and
safety of the Provider's employees and sub-contractors.
4.5 If operated by the Client, to ensure that the Equipment is used
in a proper manner without risk to health and safety and not
contrary to any law or for any purpose for which the Equipment is
not designed or suitable.
4.6 To take all reasonable care of the Equipment to ensure its
physical safety and security whilst in the possession or control of
the Client or on Location.
4.7 That where a support structure for the Equipment is to be
supplied by the Client, that the structure and access arrangements
are competently designed and installed, fit for purpose and comply
with Health and Safety and other regulations.
4.8 Not to sell, sub-let or otherwise dispose of or part with the
Equipment or interest therein but to keep the Equipment in its
possession and control free from lien charge or encumbrance.
4.9 Not to repair or modify the Equipment or remove any notices,
labels or serial numbers except with the Provider's
authorisation.
4.10 Not to remove the equipment from the UK
5. Provider's Obligations
5.1 The Provider shall use its reasonable endeavours to
provide the Equipment and Services in all material respects in
accordance with the Contract exercising all reasonable care and
skill.
6. Prices and Payment
6.1 The prices of Equipment and Services are as stated in
the Provider's quotation. Any extra Equipment subsequently required
as a result of a site survey or otherwise shall be chargeable in
addition. Equipment must be returned within 3 days of the quoted
Hire period and if returned later than this will be charged on a
pro rate basis for each days delay.
6.2 The Provider reserves the right to increase prices to reflect
any cost increase due to any changed requirement or delay caused by
the Client or factors beyond the Provider's control.
6.3 The Client shall pay the price of the Hire or Services within
30 days of the date of invoice unless other payment terms have been
agreed in writing. The Client shall pay all sums due to the
Provider without any right of set-off, deduction, counterclaim
and/or any other withholding of monies.
6.4 Should the Client fail to pay any sum on the due date then,
without prejudice to any other right or remedy, the Provider may
cancel the Contract, suspend the provision of Services, remove
Equipment from any Location and charge interest per day on the
unpaid amount at the rate of 1.5% per month.
7. Termination
7.1 In the event of bankruptcy, insolvency or liquidation
of the Client or if the Client ceases or threatens cessation of
business or if the Provider reasonably believes that the aforesaid
is about to occur or if the Client is in breach of the Contract,
then without prejudice to any other right or remedy the Provider
may without liability to the Client by notice cancel or suspend
provision of the Services, repossess Equipment and, if any Services
or Equipment have been provided but are unpaid, the price shall
become immediately due and payable.
8. General
8.1 Any notice must be sent in writing and sent to the
principle place of business of the party concerned.
8.2 No waiver or any breach of the Contract shall be a waiver of
any subsequent breach of the same or any other provision.
8.3 If any provision hereof is invalid or unenforceable in any
respect, the validity and enforceability of the remaining
provisions shall be unaffected.
8.4 The interpretation and application of the Contract shall be in
accordance with English Law.
Standard Terms and Conditions of
Sale
1. Definitions
For the purpose of these Terms and Conditions, the following words
and expressions shall have the following meaning: "the Seller":
Projection Advertising Limited. "the Buyer": such person, firm,
company, public authority etc. that buys or agrees to buy the
Goods. "the Goods": such equipment, parts and any associated
installation services as are supplied under the contract for
sale.
2. Conditions
All contracts of sale made by the Seller shall be deemed to
incorporate these terms and conditions which shall prevail over any
other document or communication from the Buyer. Any amendments must
be confirmed by the Seller in writing. Acceptance of delivery of
Goods shall be deemed conclusive evidence of the Buyers acceptance
of these Conditions.
3. Prices
Prices, Specifications and Delivery times are subject to change
without notice. Unless otherwise agreed in writing by the Seller,
Goods will be invoiced at the prices current at the time of
despatch. Quotations may be revised or withdrawn before acceptance
of an order. Delivery dates are estimates only and time for
delivery of the Goods is not of the essence.
4. VAT
VAT is excluded from published and quoted prices and will be added
to invoices for Goods supplied in accordance with rates and
legislation in force on the Shipping and Invoice date.
5. Carriage
Unless otherwise specified by special agreement confirmed in
writing by the Seller, carriage on all deliveries will be added to
the invoice at the rate applicable for the method used.
6. Terms
The Seller may at its absolute discretion require payment at such
date as it notifies to the Buyer in writing or otherwise, payment
is due within 30 days of the date of invoice. The Buyer shall pay
all sums due to the Provider without any right of set-off,
deduction, counterclaim and/or any other withholding of monies.
Should the Buyer fail to pay any sum on the due date then, without
prejudice to any other right or remedy, the Provider may cancel the
Contract, remove the Goods from the Buyer's possession and charge
interest per day on the unpaid amount at the rate of 1.5% per
month.
7. Risk and Title
Risk of loss or damage to the Goods shall pass to the
Buyer when the Goods are delivered to the Buyer. Title to the Goods
shall remain the sole and absolute property of the Seller as legal
and equitable owner until such time as the Buyer shall have paid
the Seller the agreed price. The Buyer acknowledges that he is in
possession of the Goods solely as a fiduciary for the Seller until
the Good have been paid for in full and shall insure the Goods
against normal risks at his own expense. Until such time as the
Buyer becomes the owner of the Goods, he will store them on his
premises separately from his own goods or those of any other person
and in a manner which makes them readily identifiable as the Goods
of the Seller. The Seller may for the purpose of recovery of its
Goods enter upon any premises where they are stored or where they
are reasonably thought to be stored and may repossess the same. The
Buyer may resell such Goods on the basis that the entire proceeds
of the sale are held in trust for the Seller and shall not be
mingled with other monies or paid into an overdrawn bank account
and shall be at all times identifiable as the Seller's monies.
8. Warranty
The Seller warrants the Goods to be free from defects in
workmanship or material under normal use and service for a period
of one year (three months for gobos and used equipment) from the
Shipment and Invoice Date and undertakes to repair or replace any
parts which prove to be defective within that time or to repay the
purchase price at the Seller's option. This warranty does not apply
if the Goods been abused, altered, used at ratings above the
maximum specified, or otherwise misused in any way. All technical
advice, recommendations and services are based on technical data
and information which the Seller believes to be reliable and are
intended only for use by persons having appropriate skills and
knowledge of the use of the Goods and their application and at
their own discretion.
9. Incorrect/damaged deliveries
The Seller shall not accept liability for shortages in quantity
delivered or for damage to Goods delivered unless notified within 7
days from delivery of the Goods to the Buyer, or for non-delivery
of Goods unless notified within 10 days of the Shipping and Invoice
Date.
10. Acceptance
All orders shall be subject to the terms and conditions contained
or referred to in the Seller's quotation, acknowledgement, and to
those listed here and to no others whatsoever. No waiver,
alteration or modification of these terms and conditions shall be
binding unless in writing and signed by an executive officer of the
Seller.
11. Liability
The Seller's total liability to the Buyer under any
circumstances, including negligence, misrepresentation, breach of
contract or otherwise shall not exceed the net invoiced price to
the Buyer of the damaged or defective Goods. Where the Buyer
requires a higher degree of liability and insurance is obtainable
for such cover, the Seller may meet such written requests on the
basis that the Buyer shall reimburse the Seller for the premiums
involved and will comply with any requirements of the insurers in
effecting cover and in no event will the Seller be liable for more
than any amount received from the insurers.
12. Force Majeure
The Seller will not be liable to the Buyer for any loss or damage
caused directly or indirectly as a result of third party action or
events beyond the reasonable control of the Seller preventing or
delaying the supply of Goods or making such supply uneconomic
13. General and Legal
No waiver or any breach of the Contract shall be a waiver
of any subsequent breach of the same or any other provision. If any
provision hereof is invalid or unenforceable in any respect, the
validity and enforceability of the remaining provisions shall be
unaffected. Typographical or clerical errors or omissions in the
Seller's documents may be corrected by the Seller without
liability.
The interpretation and application of the Contract shall be in
accordance with English Law.