Terms & Conditions

1 INTERPRETATION
1.1 In these Conditions:
‘The Contractor’ means b2b exhibitions ltd which agrees to perform the Contract
Work. ‘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 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 written specification from, or on behalf of, the Customer.
3.2 The Quotation shall be open for acceptance within either the period stated therein
or, if none is stated, within three calendar months of its 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 or substitute
taxes, levies, imposts, duties, fees or charges all of which shall be paid by the
Customer.
4 TERMS OF PAYMENT
The Customer shall pay 40% of the price of a Contract when it is made and shall pay
40% of the balance prior to onsite work commencing, and 20% of the balance
(including any extra sums due under Condition 3.3 above) on completion of Contract
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.
4.1 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:
4.1.1. terminate the relevant Contract and suspend further performance of Contract
Work; and
4.1.2. require the immediate return of any Goods hired to the Customer; and
4.1.3 require full payment, without deduction, of the total amount due and/or which
would have become due under the relevant Contract but for termination
4.2 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 WARRANTY
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 LIABILITY
6.1 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.
6.2 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.
6.3 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.
6.4 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);
6.4.1 Loss of profits, business or revenue whether sustained by the Customer or any
other person; and/or
6.4.2 special, indirect or consequential loss or damage, whether sustained by the
Customer or any other person; and/or
6.4.3 any loss arising from any claim made against the Customer by any other
person.
6.5 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:
6.5.1 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