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.