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1. Basis of Contracts/Application of 01EX Standard Terms

1. These Terms apply to and form part of the agreement (Contract) between Zero 1 Exhibitions Limited of Unit 1 Bescot Crescent, Walsall, West Midlands WS1 4DL (UK) (Co. No 04255154) (01EX, we or us) and you, our Customer (the person/company whose details are set out in the Quote). They (i) supersede any previously issued terms and conditions of purchase or supply and (ii) apply to the exclusion of any other terms that are implied by trade, custom, practice or course of dealing.

2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase terms, Quote, confirmation of Quote, design/plans (Specification) or other document will form part of the Contract except to the extent that 01EX otherwise agrees in writing.

3. Each request or order by the Customer to 01EX should be substantially in the same form as 01EX’s standard Quote (available on request) and takes effect as your offer to commission, use and pay for our Stands and services subject to these Terms. 01EX’s Stands include any exhibition stand, showcase, display or other product, and related accessories, spare parts and documentation, as set out in the Quote. 01EX’s Services include the design, production, transportation, installation/removal, storage and other services supplied by 01EX to the Customer as set out in the Quote.

4. The Contract incorporating the Quote comes into effect on acceptance in writing by 01EX. A Quote may be withdrawn or amended by the Customer at any time before acceptance by 01EX. If 01EX is unable to accept a Quote, we will notify the Customer as soon as reasonably practicable.

5. No variation of these Terms or to a Quote or to the Contract will be binding unless expressly agreed in writing and signed by a duly authorised signatory on behalf of 01EX.

6. Marketing and other promotional material relating to the Stands are illustrative only and do not form part of the Contract. In addition, 01EX may issue quotations to the Customer from time to time, but a quotation is only for giving an approximate idea of the Services and/or Stands under discussion before the Customer places a Quote, is not a formal commitment or offer by 01EX to supply Stands or Services, and so does not form the basis of a Contract.

7. 01EX reserves the right to amend the Specification as to the Services or Stands if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the functions of the Stands or nature or quality of the Services, and 01EX will notify the Customer in any such event.

2. Price

1. The price for our Stands and Services will be as set out in the Quote or, in default of such provision, will be calculated in accordance with 01EX’s scale of charges as advised by 01EX before the date the Quote is made (Price).

2. 01EX Prices (unless otherwise stated in the Quote) (a) include delivery to the agreed location (Location), installation and insurance and (b) are exclusive of VAT (where applicable).

3. 01EX reserves the right by giving notice to the Customer at any time before delivery and installation of Stands of Price variations to cover additional work (beyond the Specification) performed at the Customer’s request, as a result of a failure by the Customer to give 01EX adequate, on-time information or instructions, or to cover increases in 01EX’s costs due to factors beyond our control.

4. Where the “valid until” time specified in a Quote has past, 01EX is no obliged to honour the price or other terms in the quotation. Where a “valid until” time is not specified, 01EX is under no obligation to honour any quotation issued more than 30 days after date of Quote.

3. Payment

1. The Customer must pay one half of the Price on acceptance of the Quote. The balance (including any extra sums due under Clause 2 above) is due and payable as set out in your invoice, normally on completion of the work/Services required, after installation at an exhibition, on after dismantling and return to storage afterwards.

2. The Customer will pay all invoices in full without deduction or set-off, in cleared funds on or before the due date set out in your invoice, to the bank account detailed in the invoice.

3. The Customer must pay each invoice submitted by 01EX in full and in GBP/Pounds sterling, and any and all foreign exchange charges or fluctuations or increases in taxes or export/import duties will be for the account of the Customer.

4. 01EX may require alternative payment terms (such as a higher prepayment level) (a) for Quotes to be supplied outside the UK (b) where high-value materials or equipment are supplied under the Quote or (c) after any delay or shortfall in settlement of amounts due.

5. Prompt payment is essential. Where sums due under these Terms are not paid in full by the due date 01EX may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of HSBC Bank plc from time to time in force.

4. 01EX Stands and Services

1. Unless otherwise agreed in the accepted Quote, 01EX supplies the Stands as commissioned by the Customer in the Quote, on hire, for such periods and for delivery/installation to/at the specified Location set out in the Quote.

2. 01EX will not be liable for any delay in or failure of delivery caused by the Customer’s (or a third party’s) failure to make the Location available or provide 01EX with adequate instructions for delivery.
Stands must be examined on delivery/installation. Any issue regarding shortage or damage must be reported to 01EX in writing within 24 hours of delivery/installation.

3. Stands will be at Customer’s risk on completion of delivery or installation (whichever is later) at the required Location. Until the Stands are returned to 01EX at the time for removal/storage, the Customer will take all reasonable care of the Stands, keep the Stands in its possession and/or under its control at all times and will not remove them from the Location where they are installed without our prior written consent.

4. At the end of an exhibition, such other period as the Customer has contracted for the use of the Stands, or if there is an earlier termination of the Contract, the Customer must return possession of the Stands to 01EX, and allow 01EX to retake possession of them; for that purpose, 01EX will be entitled to enter the premises of the Customer and/or other Location where they are installed.

5. Unless otherwise agreed, 01EX will store Stands after removal from a Location, provided that the Customer continues to pay any applicable charges for storage and other related costs, until the earlier of (a) being notified by the Customer that the Stands are required – under a valid new Quote – to be transported to and installed at another Location, or (b) the date falling 3 years after the last installation of the Stands by 01EX. After the latter date 01EX will deem the Contract to have been terminated.

6. Where the Customer choses to supply goods (Customer Materials) to 01EX in connection with the installation of Stands at a Location, unless otherwise agreed Customer is responsible for arranging shipping and insurance, and risk in Customer Materials will remain with the Customer. 01EX will not be liable to the Customer for loss of or damage to Customer Materials.

5. Customer’s Obligations

1. To enable 01EX to perform its obligations under this agreement the Customer will:

a) ensure that the terms of the Quote and any information it provides in a Specification or through event organisers, Location managers or other parties are complete and accurate;

b) provide or arrange for 01EX, its employees, agents, consultants and subcontractors, access to the Location and other facilities as reasonably required by 01EX to provide the Services; and

c) comply with such other requirements as may be set out in the Quote, Specification or otherwise agreed by the parties.

2. If 01EX’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

a) without limiting or affecting any other right or remedy available to it, 01EX will have the right to suspend performance of the Services until the Customer remedies the Customer Default;

b) 01EX will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from 01EX’s failure or delay to perform any of its obligations; and

c) the Customer will reimburse 01EX on demand for any costs or losses sustained or incurred by 01EX arising directly or indirectly from Customer Default.

6. Warranty

1. 01EX warrants that the Stands will conform in all material respects to the Quote and Specification; be free from material defects in design, material and workmanship; and be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

2. 01EX will, at its option, repair, replace, or refund the Price of, any Stands that do not comply with clause 6.1, provided notice of the defect is received promptly from the Customer. The provisions of the warranties set out in clause 6.1 apply to any Stands that are repaired or replaced with effect from Delivery of the repaired or replaced Stands.

3. 01EX will not be liable for any failure of a Stand:

a) where such failure arises by reason of wilful damage, negligence, or could be expected to arise in the normal course of use of the Stands;

b) to the extent caused by the Customer’s failure to comply with 01EX’s instructions in relation to the Stands, including any instructions on installation, operation, storage or maintenance; or

c) where the Customer modifies any Stands without 01EX’s prior consent or, having received such consent, not in accordance with 01EX’s instructions.

4. 01EX warrants to the Customer that our Services will be provided using reasonable care and skill.

5. 01EX will not be liable for delay in performing or failure to perform, any of our obligations if such delay or failure result from events, circumstances or causes beyond our reasonable control

6. Except as set out in this clause 6, 01EX gives no warranties and makes no representations in relation to the Stands; and will have no liability for their failure to comply with the warranty in clause 6.1, and all warranties and terms, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

7. Limitation of liability

1. Subject to clause 7.2, 01EX’s total liability (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence) will not exceed the total Price for our Stands and Services, and 01EX will not be liable for consequential, indirect or special losses. The limits and exclusions in this clause reflect the insurance cover 01EX has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

2. Notwithstanding any other provision of the Contract, the liability of the parties will not be limited in any way in respect of the following: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and any other losses which cannot be excluded or limited by applicable law.

8. Intellectual property

1. All IPR’s produced from or arising as a result of the performance of the Contract (other than IPR’s in any materials provided by the Customer) are, will be or become the absolute property of 01EX.

2. The Customer grants 01EX a non-exclusive, royalty-free non-transferable licence to use, copy and modify any materials provided by the Customer to 01EX for the term of the Contract for the purpose of providing the Services to the Customer.

3. If the required Stands are to be manufactured by 01EX in accordance with a Specification, or to incorporate branding, artwork or images supplied by the Customer, 01EX is entitled to assume that the Customer has full rights and authority to commission the Stands accordingly. The Customer must indemnify 01EX against all liabilities, costs, expenses, damages and losses incurred by 01EX arising out of or in connection with any claim made against 01EX for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with 01EX’s use of the Specification, branding, artwork or images.

9. Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 2 months’ written notice at any time.

2. Without affecting any other right or remedy available to it, 01EX may (at its discretion) suspend the supply of Services or terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

b) the other party 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), being wound up (whether voluntarily or by Quote 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.

4. On termination of the Contract the Customer will immediately pay to 01EX all of 01EX’s outstanding unpaid invoices and interest and, in respect of Services and Stands supplied but for which no invoice has been submitted, 01EX will submit an invoice, which will be payable by the Customer immediately on receipt.

5. Termination of the Contract will not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to have effect after termination will continue in full force and effect.

10. General

1. Assignment and other dealings: 01EX 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. The Customer will 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 without the prior written consent of 01EX.

2. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Contract.

3. Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy.

4. Entire agreement: 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.

5. Third parties 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.

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

7. Governing law/Disputes: 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 will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will 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.

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