1. Definitions & interpretation

1.1 Definitions

“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Company” refers to “Make it Happen Signage Consultancy Ltd” a company incorporated under the laws of England and Wales with company number 10030579 and/or any of its associated or subsidiary companies.

“Conditions” these terms and conditions as amended from time to time in accordance with clause 21.8.

“Contract” refers to the Contract between the Company and the Customer for the supply of Goods and/or Services formed in accordance with clause 2.2.

“Customer” refers to the person or firm entering into the Contract with the Company as set out in the Order.

“Goods” refers to any goods or materials to be manufactured by the Company and/or supplied to the Customer under the terms of the Contract as set out in the Order.

“Invoice” refers to the list of Goods sent or Services provided by the Company with a sum due for the listed Goods or Services.

“Order” means the order for the Goods and/or Services placed by the Customer in accordance with clause 2.1.

“Quote” means the Company’s summary of the proposed Goods and/or Services and a summary of estimated price of the Goods and/or Services. A quote does not constitute a formal offer but is instead an invitation to treat.

“Services” the installation and/or maintenance services supplied by the Company to the Customer under the terms of the Contract as set out in the Order or the Company’s written acceptance of the Order.

2. General

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.3 Unless otherwise agreed in writing by one of the sales account managers of the Company all quotations are made and all Orders accepted subject to these Conditions and shall override any conditions or stipulations incorporated or referred to by the Customer whether in the Order or in any negotiations verbally or in writing.

3. Price

3.1 The price for the Goods and/or Services shall be the price set out in the Company’s acceptance of the Order or, if no price is quoted, the price for the Goods and/or Services shall be the price set out in any Quote.

3.2 All Quotes are exclusive of VAT, which will be charged to the Customer at the rate applicable at the date of Invoice.

3.3 Where the Company delivers the Goods to the Customer, the Goods shall be priced for delivery within the UK. If the Goods are collected in accordance with clause 9.3.2, all Goods shall be made available by the Company for collection and the Customer will bear the costs of any packaging, delivery and insurance of the Goods. All Goods to be exported from the UK shall be made available and priced on a FOB, UK Port basis (Incoterms 2020).

3.4 The Customer will bear the costs of the installation of the Goods.

3.5 The Company may, by giving notice to the Customer at any time before delivery charge a surcharge in the cost of the Goods and/or Services and the Customer shall pay such surcharge if:

3.5.1 any special access equipment is in the opinion of the Company during the course of the performance of the Contract necessary for proper performance of its part of the Contract;

3.5.2 any drawings plans or surveys whether prepared by or on behalf of the Company or the Customer require any amendment which is either requested by the Customer or which in the opinion of the Company is necessary for the proper performance of its part of the Contract;

3.5.3 any part of the Services whether at the request of the Customer or otherwise are performed outside the normal working hours of 8.00am to 4.30pm Monday to Friday;

3.5.4 the cost to the Company of any materials to be used in the Goods and/or Services increases as a result of circumstances outside the control of the Company;

3.5.5 any request by the Customer to change the delivery date(s), quantities or specification or types of Goods and/or Services ordered;

3.5.6 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions; and

3.5.7 any other factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs), and the Company, acting reasonably, believes that these costs should be borne by the Customer.

3.6 Unless specifically mentioned on the face of the Quote or any written Contract the price does not include the cost of removal and disposal of any old signs or other of the Customer’s

property from the Customer’s premises. The cost of such removal and disposal will be an additional charge to the Quote and will be added to the Invoice.

3.7 Quotes are subject to withdrawal at any time before confirmation of an Order.

3.8 It is the Customer’s responsibility to ensure that their Order is accurate and to the desired requirements.

4. Payment

4.1 The time of payment shall be of the essence of this Contract.

4.2 The foregoing provisions will be an addition and without prejudice to all other remedies available to the Company for non-payment.

4.3 Where a Customer has no previous account with the Company or in the event that a Customer has failed to pay an Invoice or failed to make any payments due to the Company in respect of any Goods and/or Services supplied to the Customer under the Contract or any other contract on or before the due date, payment will be required in full and in cleared funds to a bank account nominated in writing by the Company on placement of the Order or, at the Company’s option, and subject to two approved trade references and a banker’s reference being submitted, credit terms may be agreed between the parties. Any such credit terms shall be subject to clause 4.11.

4.4 Save as set out in clause 4.3 above, the Customer shall pay the Company in full and in cleared funds to a bank account nominated in writing by the Company within 30 days following an issue of an Invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Customer.

4.5 There is a minimum Order value of £50.00 and Customers are requested to consolidate their requirements whenever possible.

4.6 The Customer shall pay interest on any overdue sum from the due date until payment of the overdue sum, whether before or after judgment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1988, at the rate of 8% above the Bank of England base rate. The Company also reserves the right to claim from the Customer its reasonable costs of recovery of any monies due.

4.7 Payments of accounts should be made to the Company’s office at Make it Happen, Suite 10, George House, 64 High Street, Tring, HP23 4AF

4.8 The company does not accept payment by card for overdue amounts.

4.9 No Order that has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

4.10 No Order that has been accepted by the Company may be placed on hold by the Customer, except with the agreement in writing of the Company and on a payment plan as approved by the Company.

4.11 In order to keep administration costs to a minimum, all Orders below £500.00 + VAT must be paid for on placement of Order & will not be subject to normal credit terms.

4.12 Where the Customer cancels the Services or delays the delivery of the Services the following charges and associated costs shall apply:

4.12.1 100% of the full amount will be payable if Services are cancelled/delayed on the day of the scheduled delivery date.

4.12.2 75% of the full amount will be payable if Services are cancelled/delayed 24 hours prior to the scheduled delivery date.

4.12.3 50% of the full amount will be payable if Services are cancelled/delayed 48 hours prior to the scheduled delivery date.

4.12.4 25% of the full amount will be payable if Services are cancelled/delayed 72 hours prior to the scheduled delivery date.

5. Warranty

5.1 The Company warrants that on delivery, and for a period of 1 or 3 years as explicitly stated on the order confirmation, from the date of delivery or from completion of any installation Services (warranty period), the Goods shall:

5.1.1 conform in all material respects with their description subject to any qualification or representation contained in any advertisement, brochure or other documentation; and

5.1.2 be free from material defects in design, material and workmanship; and

5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 The warranty period shall only apply if:

5.2.1 the Customer gives notice to the Company during the warranty period within 48 hours that the Goods do not comply with the warranty set out in clause 5.1 above and the Customer returns the Goods to the Company for analysis in accordance with clause 5.9.

5.2.2 the Customer follows at all times the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance and keeping a regular maintenance log document of the Goods or (if there are none) keeps good trade practice regarding the same.

5.3 Subject to clause 5.2 and if upon analysis the Company accepts that the Goods do not comply with the warranty set out in clause 5.1 above, the Company shall at its own cost and at its sole discretion repair or replace the defective Goods or parts thereof.

5.4 The Company specifically exempts from the provisions of this clause 5, any part or parts of the Goods that were not manufactured by the Company (“Externally Manufactured Goods”). In the case of such Externally Manufactured Goods, the Customer shall be entitled to the benefit of any rights obtained by the Company in the Company’s contract to purchase the Externally Manufactured Goods or parts thereof.

5.5. The Company shall not be liable for breach of the warranty set out in clause 5.1 where:

5.5.1 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance and failure to keep a regular maintenance log document of the Goods or (if there are none) good trade practice regarding the same;

5.5.2 the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;

5.5.3 the Customer or any third party alters or repairs such Goods without the written consent of the Company;

5.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions or abnormal weather conditions;

5.5.5 the Customer has used any spare parts or replacements not manufactured by or on behalf of the Company and supplied by it or fails to follow the Company’s instructions for the use of same; or

5.5.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.6 The Company will only be liable to the Customer for breach of warranty set out in clause 5.1 to the extent set out in this clause 5.

5.7 Notwithstanding clause 5.1.1, if the Customer has examined a sample of Goods produced by the Company, the Goods shall be deemed to correspond with their description if they correspond with the sample notwithstanding how the Goods may have been described by the Company.

5.8 No warranty, condition, description or representation on the part of the Company is given or implied by these Conditions nor is any warranty condition description or representation to be taken to have been given or implied from anything said or written in negotiations between the parties or their representatives by or on behalf of the Company prior to the Contract. All statutory or other warranties conditions descriptions or representations express or implied as to the state, quality of fitness of the Goods and/or the Services are expressly excluded so far as their exclusion is permitted by law.

5.9 The Customer shall return any Goods requested by the Company as part of any ongoing investigation into the Goods under these Conditions within 14 days of the Company’s request. Failure by the Customer to comply with this clause shall result in the Customer being charged for any relevant additional work on the Goods unless an alternative arrangement has been agreed in writing between the Company and the Customer.

5.10 The Company shall provide the Services using reasonable skill and care.

6. Limitation of Liability (The buyers attention is specifically drawn to this clause)

6.1 Special Provisions for Limitation of Company’s Liability

6.1.1 Where Services are being provided, it is entirely the responsibility of the Customer to undertake a detailed feasibility study, survey and risk assessment (“Investigation and Assessment”) in relation to each location to which the Company supplies Services (“Location”) and all structures at the Location relevant to the Services. The Company will rely upon the Investigation and Assessment in its manufacturing and installing the Goods including the level of resilience of the structure of the Goods. In the event that the Goods suffer any damage due to defects or omissions in the Customer’s Investigation and Assessment, the Customer shall be wholly liable to indemnify the Company for the whole of the resulting cost of repair or replacement of the Goods and the re-delivery of any Services.

6.1.2 Bearing in mind the matters in clause 6.1.1 above and the Customer’s full responsibility for the Investigation and Assessment, the Company will not accept any liability whatever for any loss or damage of any kind including delays in provision of the Goods, failure of or interruption in the supply of the Goods or damage to the Location or any structure of the Customer thereon that may result from the provision of the Services and/or removal of the Goods, whether for overnight storage or for maintenance or other reason.

6.1.3 The Goods provided to each Location and the related equipment belonging to the Company (“the Company’s Equipment”) may be stored at each Location for the duration of the supply and maintenance in question required by the Customer. In such circumstances, there is likely to be a substantial security risk as to damage or theft/removal of the Company’s Equipment. If the Customer so requests, the Company will provide such security arrangements and insurance cover as are practicable in the circumstances, but this shall be at the cost of the Customer. The Customer is required in any event to put and maintain in place its own insurance against fire, flood, theft, damage and other insured risks and to note on its insurance policy, for the duration of the Company’s provision of the Goods, the presence on site of the Company’s Equipment. If so requested by the Company, the Customer shall provide a copy of the policy in question as referred to in this clause 6.1.3

6.2 Further Provisions as to Limitation of the Company’s Liability

6.2.1 Without prejudice to the foregoing the Company will in no circumstances be liable for any loss or damage suffered by the Customer arising out of any defects in the walls, timbers or other structures to which any Goods may have been affixed unless the Company has been asked by the Customer to advise and as advised in arrears on the suitability of such walls timbers or other structure. Such consultation, if requested will be at an additional charge.

6.2.2 Nothing in these Conditions shall restrict the liability of the Company arising out of any defect in the Goods and/or the Services due to the negligence of the Company that causes death or personal injury.

6.3 The Company’s liability in respect of the Goods shall in any event cease if:

6.3.1 The Customer shall not have paid in full any invoices from the Company on the due date.

6.3.2 The Company’s representatives are denied full and free right of access to the Goods and/or the site where the Services have been effected.

6.3.3 In the event of any claim being made against the Customer by reason of any matter referred to and in respect of which the Company is liable under these Conditions the Customer shall notify the Company in writing within thirty days of receipt of the notice of such claim. In these circumstances the Company may on its election conduct all negotiations for the settlement of the said claim and any litigation that may arise there from. The Customer shall not unless and until the Company shall have failed to take over the conduct of such negotiations or litigation make any admission that might be prejudicial thereto.

6.3.4 The Company shall not be responsible for the infringement of any intellectual property right of any third party in the execution of the Customer’s instructions and it is the Customer’s sole responsibility to obtain any necessary licenses or permissions and the Customer shall indemnify the Company in full against all claims, actions, proceedings, costs and losses arising out of such an infringement.

6.3.5 Orders for Services which include the installation of Goods are undertaken on the understanding that the Customer has complied with the requirements of the local planning and other interested official departments and the responsibility for obtaining any planning permission and permits is entirely that of the Customer. All charges levied by authorities before, during and/or after installation are to be borne by the Customer.

6.3.6 Where the Goods are to be erected in the ground, the responsibility for ensuring that no services such as water, gas, electricity, telephones or pipelines are likely to be interfered with, damaged or obstructed is the responsibility of the Customer as is any interference damage or obstruction caused thereto by the Company’s staff or sub-contractors in the event of the position of such services not being revealed (or being incorrectly revealed) to the Company. Furthermore, where the Goods are to be erected on a structure, it is the Customer’s responsibility to ensure that the structure is of adequate strength and in good condition to bear the additional loads imposed thereon by the installation of the sign and fittings.

6.3.7 The Company’s pantone colour matching system is an interpretation of a printed ink colour chart and may in some instances not be as bright or as clean as when reproducing the colour on a different substrate using alternative materials and applications. It may also vary by a number of shades, due to using industrial materials, as opposed to using screen printing inks for which the pantone colour system was intended. If the Company is to supply a match to something already produced in a pantone match, the Company will require a sample of the item on the same substrate that the Company is being asked to match to. Otherwise, the Company can only supply its interpretation and best match to the printed colour chart version. The Company can at additional cost produce a sample for approval prior to manufacture.

6.4 Overall Limitations of the Company’s Liability

6.4.1 Without prejudice to the provisions in this clause 6, the following clauses shall apply to limit the Company’s liability absolutely in any event. The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.4.2 The Company has obtained insurance cover in respect of its own legal liability.

Professional Indemnity Insurance

Indemnity Limit £500,000 – Each and every claim or loss, excluding defence costs

Employers Liability Insurance

Indemnity Limit £10,000,000 – Each and every claim or loss, including all costs

Public/Products Liability Insurance

Indemnity Limit £5,000,000 – Each and every claim or loss, excluding defence costs and criminal proceedings costs

The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange, so that the Company’s liability to the Customer is in any event and without prejudice to the provisions in this clause below limited to the Company’s said insurance cover limit. The Customer is responsible for making its own arrangements for the insurance of any excess loss.

6.4.3 Nothing in the Contract limits any liability, which cannot legally be limited, including liability for:

6.4.3.1 death or personal injury caused by negligence;

6.4.3.2 fraud or fraudulent misrepresentation;

6.4.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

6.4.3.4 defective products under the Consumer Protection Act 1987.

6.5 Subject to clause 6.4.3 above, the Company’s total liability to the Customer shall not exceed the price paid under the Contract.

6.6 This clause 6.6 sets out specific heads of excluded loss in any event and exceptions from them:

6.6.1 Subject to clause 6.4.3, the following types of loss are wholly excluded:

6.6.1.1 loss of profits

6.6.1.2 loss of sales or business.

6.6.1.3 loss of agreements or contracts.

6.6.1.4 loss of anticipated savings.

6.6.1.5 loss of use or corruption of software, data or information.

6.6.1.6 loss of or damage to goodwill; and

6.6.1.7 indirect or consequential loss.

7. Privacy & Data Protection

7.1 The following definitions apply in this clause:

7.1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

7.1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

7.1.3 Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

7.2 Both parties will comply with all applicable requirements of the provisions of Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

7.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Company is the Processor.

7.4 Without prejudice to the generality of the above provisions of clause 7.2 above the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration and purposes of the Contract.

7.5 Without prejudice to the generality of the above provisions in clause 7.2, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:

7.5.1 process that Personal Data only on the written instructions of the Customer unless the Company is required by Domestic Law to otherwise process that Personal Data. Where the Company is relying on Domestic Law as the basis for processing Personal Data, the Company shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Company from so notifying the Customer;

7.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction of or damage to and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

7.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

7.5.4 not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

7.5.4.1 the Customer or the Company has provided appropriate safeguards in relation to the transfer;

7.5.4.2 the Data Subject has enforceable rights and effective legal remedies;

7.5.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

7.5.4.4 the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

7.5.4.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7.5.4.6 notify the Customer without undue delay on becoming aware of a Personal Data breach;

7.5.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

7.5.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 7.

7.6 The Customer consents to the Company appointing the Company’s nominated agent providing software for the Services as a third-party processor of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.6.

7.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 7 replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

8. Performance

8.1 Where a period is named for performance of the Contract unless such period is extended by mutual consent in writing the Customer shall accept performance within that period.

8.2 Any time or date for performance of the Contract named by the Company is an estimate only and the Company shall not be liable for the consequences of any delay.

8.3 The Customer shall provide to the Company such details as may be necessary or may be required by the Company to enable the Company to perform the Contract. If for any reason the Customer fails to provide such information, or if any reason not related to any act of default by or on the part of the Company, the Customer is unable to accept the performance of the Contract at the time when the Company is ready and willing to perform the Contract the Customer shall indemnify the Company in respect of any losses occasioned to the Company by reason of such failure on the part of the Customer.

8.4 The following process shall apply to each Contract unless otherwise agreed between the parties in writing:

8.4.1 Enquiry is made by Customer through email or via a call.

8.4.2 Job set up and quoted with quotation reference number.

8.4.3 Order received. This can be done through email.

8.4.4 Acknowledgment of Order emailed to Customer.

8.4.5 Job Sheets raised and job put into production.

8.4.6 Job completed.

8.4.7 Invoice sent.

9. Delivery

9.1 The Company shall ensure that:

9.2 Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type of quantity for the Goods (including the code number of the Goods, where applicable) and if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Company. The Customer shall make any such packaging materials available for collection at such times, as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.

9.3 Delivery of the Goods shall be completed once:

9.3.1 the Goods have been unloaded at the address for delivery set out in the Order or such other location as the parties may agree; or

9.3.2 collected by the Customer or a carrier organised by the Customer to collect the Goods from the Company.

9.4 Any loss or damage to the Goods in transit must be noted on the delivery note of the carrier and notified to the Company within 24 hours of receipt of the consignment. In the event of non-delivery of the Goods, the Customer must notify the Company within 24 hours of delivery due date.

9.5 No claims for shortages of delivery will be entertained by the Company unless notice in writing is given to the carrier concerned and to the Company and a complete claim in writing is submitted within 5 days of the date of consignment being received.

9.6 Any expenses incurred due to adverse weather conditions rest solely with the Customer. This can include but is not limited to additional transportation costs and additional installation costs.

9.7 All deliveries shall be part of a shuttle delivery service, with a 3-day slot so to allow a multiple drop facility within a given route/area for that day.

9.8 Free deliveries are only to all major cities within England and only available if the Company is delivering the Goods in accordance with clause 9.3.1. Any remote locations or other countries within the UK are to be negotiated independently. For clarification on whether your city will be eligible for free delivery, please contact the Company.

9.9 Any dates quoted for delivery of the Goods are approximate only, and the date and time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Customer with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

9.10 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

9.11 If the Customer fails to take delivery of the Goods within three Business Days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company’s failure to comply with its obligations under the Contract in respect of the Goods:

9.11.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Company notified the Customer that the Goods were ready; and

9.11.2 the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

9.12 If ten Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

9.13 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

10. Title and Risk

10.1 The risk in the Goods shall pass to the Customer as follows:

10.1.1 on completion of delivery pursuant to clause 9.3.1; or

10.1.2 when the Goods are made available at the Company’s premises pursuant to clause 9.3.2 and accordingly the Customer shall insure the Goods thereafter against such risks (if any) as it thinks appropriate.

10.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) in accordance with clauses 4.3 and 4.4 for:

10.2.1 the Goods including of all applicable interest and monies due under clause 4.6 and 4.8;

10.2.2 any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

10.3 Until title to the Goods has passed to the Customer, the Customer shall:

10.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;

10.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;

10.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

10.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for the full price on the Company’s behalf from the date of delivery;

10.3.5 notify the Company immediately if it becomes subject to any of the events listed in clause 16.1; and

10.3.6 give the Company such information relating to the Goods and the ongoing financial position of the Customer as the Company may require from time to time.

11. Health & Safety

11.1 Any liability for ensuring compliance with any requirement statutory or otherwise concerning health, safety or welfare on the premises of the Customer or the client of the Customer or any premises that are required to be visited on behalf of the Customer rests exclusively with the Customer.

11.2 The Goods are sold on condition that;

11.2.1 the Customer carries out such tests and examination of the Goods as are reasonably practicable to ensure that when used the Goods are safe and without risk to health and comply with all local laws and regulations; and

11.2.2 the Customer shall, if so requested by the Company, enter into a written undertaking to take such steps as may be specified by the Company relating to such tests and examination.

11.2.3 The Customer shall indemnify the Company against any loss, liability or expense arising from the Customer’s failure to carry out any such tests or examinations required under clauses 11.2.1 and 11.2.2 above.

12. Approval and Consent

12.1 Unless otherwise agreed in writing by the Company the responsibility for obtaining all approval or consents for the Services as may be required by statute, Contract, landlord permission or otherwise shall be the responsibility of the Customer.

12.2 Where the Company at the request of the Customer commences performance of the Contract before any required approvals or consents have been obtained the Customer will indemnify the Company against any liability arising from such performance and in the event of such permission or consent being refused the Customer shall indemnify the Company against all losses arising from such refusal.

13. Tools

All tools, dyes and patterns used in the manufacture of the Goods shall remain the exclusive property of the Company.

14. Intellectual Property Rights

14.1 All drawings plans specifications technical information and estimates supplied by the Company and all intellectual property rights (including, without limitation, patents, registered and unregistered designs, trademarks and service marks (registered or not) and copyright and any applications for them) in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Customer) shall remain the property of the Company and they will be returned by the Customer to the Company forthwith in the event of any order for goods and/or services of a similar type being placed with another company and in any event not later than 6 months after they are supplied in the event of no Contract having being entered into between the Customer and the Company in relation thereto.

14.2 All such plans drawings specifications and estimates are confidential and shall be used by the Customer only for the purpose of considering any quotation or tender the performance of the Contract or the operation of the goods may not be divulged in any circumstances without the written authority of the Company.

14.3 Where drawing plans and technical information are supplied by the Customer the provisions of the sub paragraphs hereof shall apply to the Company mutatis mutandis.

14.4 Without prejudice to clause 6 hereof the Company shall not be liable for any loss caused to the Customer that arises wholly or partly from any defect or error or in omission from the said drawing plans and technical information.

15. Termination

15.1 Without limiting its other rights or remedies, the Company shall be entitled to terminate the Contract with immediate effect by giving written notice to the Customer in the following situations:

15.1.1 if the Customer commits a material breach of any of its obligations to the Company;

15.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

15.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

15.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

15.2 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.1.1 to clause 15.1.4, or the Company reasonably believes that the Customer is about to become subject to any of them.

16. Disputes

16.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute), then the parties shall follow the procedure set out in this clause:

16.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute. If the parties are for any reason unable to resolve the Dispute within 60 days of the Dispute Notice, either party may refer the Dispute to arbitration;

16.1.2 the arbitration tribunal shall consist of one arbitrator to be appointed by the parties or, failing agreement by the parties within 30 days of service of written notice by either party to the other party requesting agreement to the appointment of an arbitrator, the appointing authority shall be the London Court of International Arbitration (LCIA).

17. Prototypes

Any prototypes, models, plans, illustrations, drawings, descriptions and specifications are intended to give a general outline of the Company’s proposals and are not binding as to details nor to final sizes or arrangements. They shall remain the property of the Company and not be copied or communicated to a third party without the Company’s written consent. The Company reserves the right to charge for any prototype, models, plans, illustrations and drawing supplied at the Customer’s request. The Company also reserves the right to charge for attendance at site meetings.

18. Bulk Supply

Goods ordered and manufactured in bulk under an arrangement whereby they are to be delivered on a call off basis shall unless otherwise agreed in writing be invoiced to the Customer at the total price current when manufactured.

19. Force Majeure

19.1 Force Majeure Event means any circumstances not within the Company’s reasonable control including, without limitation:

a) acts of God, flood, drought, earthquake, storm, flood, fog, subsidence, adverse weather conditions, pestilence, epidemics or other natural disaster;

b) epidemic or pandemic;

c) terrorist attack, civil war, civil commotion or riots, war (whether or not declared), riots, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

d) nuclear, chemical or biological contamination or sonic boom;

e) legal restrictions, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

f) collapse of buildings, fire, explosion or accident or sabotage;

g) non-availability of transport, strikes, any labour or trade dispute of whatever kind, strikes, industrial action or lockouts, cessation or interruption of operation of any plant or process, failure of supply of raw materials or components of or breakdown of machinery;

h) non-performance by suppliers or subcontractors;

i) interruption or failure of utility service.

19.2 Provided it has complied with clause 19.3, the Company shall not be in breach of the Contract or otherwise liable for any loss or damage caused by any delay in performance or by non-performance of such obligations resulting from a Force Majeure Event. The Company’s obligations under the Contract will be suspended and the time for performance of such obligations shall be extended accordingly.

19.3 If a Force Majeure Event takes place, the Company shall (i) as soon as reasonably practicable after the start of the Force Majeure Event, notify the Customer in writing of the Force Majeure Event and (ii) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

19.4 If the Force Majeure Event prevents, hinders or delays the Company’s performance of its obligations for a continuous period of more than 30 days, the Company may terminate the Contract by giving 5 days’ written notice to the Customer.

20. General

20.1 Assignment and other dealings

20.1.1 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

20.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

20.2 Notices

20.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.

20.2.2 Any notice or communication shall be deemed to have been received:

20.2.2.1 if delivered by hand, at the time the notice is left at the proper address; or

20.2.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

20.2.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.3 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 20.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

20.4 Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.5 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

20.6 Entire agreement

20.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

20.7 Third Party Rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

20.8 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

20.9 Governing Law and Jurisdiction

20.9.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

20.9.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.