1. ONLY THESE CONDITIONS APPLY
These are the sole Conditions applicable to contracts between the Contractor and the Customer and they exclude all other conditions at any time in the past or future put forward by or on behalf of the Customer and all representations outside these Conditions. No variation of these conditions shall be effective unless the variation be in writing between the parties. These Conditions shall apply notwithstanding that the contract Work and/or Contract Price finally agreed differs from that originally quoted by the Contractor. If at the request of the Customer his employee or agent the Contractor or any of his employees, agents or sub-contractors performs any additional work in any way related to, associated with or arising from the Contract Work these Conditions shall apply to the additional work as if it formed part of the Contract Work whether or not the Contract Price be adjusted in consideration of the additional work.
2. VARIATION AND PAYMENT OF CONTRACT PRICE
(a) (i) In the event of there being any variation in the cost to the Contractor of materials, labour, transport or VAT between the date the Contract Price was quoted and/or agreed and the time the Contract Work is performed;
(ii) additional costs being incurred by the Contractor in consequence of any variation of the exhibition or other erection and/or dismantling period or other working condition made known to the Contractor at or before the time the Contract Price was quoted;
(iii) the Contractor being instructed by the Customer at any time to make any modification, variation or addition to the Contract Works; then the Contract Price shall be increased or decreased as the case may be by a percentage corresponding to the percentage increases or decreases as the case may be in costs or by such other amount as may be agreed between the Contractor and the Customer.
(b) The Contractor shall be paid as follows:-
(i) on demand at the time the Contract Price shall have been agreed or at any time thereafter 50% of that price or such higher amount as may be required by the Contractor unless credit terms have been requested by the Customer and agreed between the Customer and the Contractor;
(ii) on demand any gross charges incurred by the Contractor in effecting insurances in accordance with Conditions 3(b) 4(c) 5(b) 5(c) or 6(a);
(iii) the balance of the Contract Price including any extra sums payable under Condition 2(a) if any;
- On the opening of the exhibition;
- Or if the Contract Work does not relate to an exhibition;
- At the end of the period of the Contract Work;
- Or if the contract be abandoned;
- At the time of abandonment;
(c) All terms are strictly net and in the event of the Contractor Price or other sum payable under these conditions remaining outstanding after the due date the Contractor shall have the right to:
(i) charge interest at 2½% per annum above the base rate for the time being of Barclay’s Bank PLC., on outstanding sums, such interest to run from day to day and accrue after as well as before judgement;
(ii) suspend at any time after the due date, the Contract Work and any insurance effected in accordance with Conditions 3(b), 4(c), (5b), 5(c) or 6(a);
(iii) recover without notice at the Customer’s risk, all or any of the Goods supplied under the Contract wherever these Goods may be;
(iv) be indemnified by the Customer in respect of every loss and/or liability suffered or incurred by the Contractor, his employees, agents or sub-contractors or any of them in consequence of any action taken in accordance with this Condition 3(c).
(v) any account passed out of hand for collection will be subject to any and all costs incurred by the Contractor in obtaining settlement.
3. GOODS USED OR SUPPLIED AND WORK OR DESIGN DONE BY THE CONTRACTOR
(a) All Goods used or supplied by the Contractor in connection with the Contract Work shall unless otherwise stated in the quotation be on hire to the Customer and the Customer shall keep such of the Goods as are on hire at all times in his possession or under his control and shall not without the Contractor’s written consent remove the same from the place where they are installed by the Contractor.
(b) Unless prior to any loss or destruction of or any damage (such damage not to include damage by fair wear and tear) to the Goods used or supplied by the Contractor in connection with the Contract Work the Customer requires and secures from the Contractor confirmation that such Goods have been insured at the Customer’s expense the Customer shall whether or not there be any negligence by the Contractor his employees, agents or sub-contractors:-
(i) hold harmless and indemnify the Contractor against all claims and losses resulting from such loss destruction or damage occurring elsewhere than at premises of the Contractor or of any sub-contractor or in transit by road, rail, sea or air to or from such premises.
(ii) remain liable for all payments due under the Contract.
4. GOODS SUPPLIED BY, THROUGH OR ON BEHALF OF THE CUSTOMER
(a) The Customer warrants that he is either the owner or agent of the owner of the Goods supplied by, through, or on behalf of the Customer for use by the Contractor in or in connection with the Contract Work and that such Goods are of sound construction and fit and proper for such use.
(b) All such Goods and such other property as may be added to or incorporated in the Contract Work by or under the arrangements of the Customer shall except as in (c) of this Condition hold the Contractor harmless from and indemnified against claims in respect of loss or destruction of or damage to such Goods or other property referred to in (b) of this Condition and in so far as the Contractor is able to do so then effective from the commencement date of the Insurance the Customer shall be relieved of the obligation referred to in (b) of this Condition to hold the Contractor harmless and indemnified.
5. OTHER PROPERTY BELONGING TO THE CUSTOMER OR FOR WHICH THE CUSTOMER IS RESPONSIBLE
(a) If the Contract Work is to be performed in whole or in part in premises or on property belonging to or for which the Customer is responsible, the Customer shall effect all necessary insurances of such premises or property and hold the Contractor harmless from and indemnified against loss or destruction of or damage to such premises or property however caused and whether or not there be any negligence by the Contractor, his employees, agents or sub-contractors.
(b) Notwithstanding (a) of this Condition the Customer may by notice in writing to the Contractor require him to accept responsibility up to £1,000,000 for loss, destruction or damage to the said premises or property resulting solely from negligence of the Contractor, his employees, agents or sub-contractors. In this even the Contract Price shall be increased by the cost to be incurred by the Contractor in insuring his potential liability under this Condition 6(b).
(c) If the Customer considers the aforementioned limit of £1,000,000 to be other than fair and reasonable he may require the Contractor to quote the additional cost of securing insurance cover in excess of the said limit but not higher limited shall become effective unless and until the Customer has agreed to meet the said additional cost and the Contractor has confirmed that the additional insurance is effective.
6. DELAYED OR NON-COMPLETION OF CONTRACT WORK
(a) The Contractor shall not be liable for delayed or non-completion in whole or in part of the Contractors Work not for any consequence thereof unless the delay or non-completion results from a cause within the Contractor’s sole control. For purposes of this Condition, riot, civil commotion, strike, lock-out and other labour disturbance or restriction shall be considered to be causes beyond the Contractor’s sole control unless the Customer has prior to the happening of the event required the Contractor at the Customer’s expense to insure against delay or non-completion resulting from any such event and the Contractor has confirmed that such insurance is effective.
(b) Any such delay or non-completion whether or not the delay extends beyond the opening date of the exhibition or other relevant event shall not affect the Contractor’s right to receive and retain the full Contract Price less only (i) such savings in costs as result from non-completion and (ii) such other amount as may be considered to be fair and reasonable having regard to all their circumstances.
7. INSURANCES REQUIRED BY CUSTOMER
If the Customer requires the Contractor to insure in accordance with Conditions 3(b), 4(c), 5(b), 5(c) or 6(a) hereof:
(i) The Customer shall provide all such information as the Contractor shall reasonably require to enable him to effect the required insurances;
(ii) The Contractor shall not be required to insure risks not normally insurable and shall unless the Customer instructs to the contrary have absolute discretion as to the rate of premium payable for the insurances;
(iii) The insurances shall become effective only from such date as shall be advised by the Contractor to the Customer and be subject to the terms, conditions, exceptions and limitations of the relevant policy or policies.
8. FAILURE BY CUSTOMER
The Customer shall indemnify the Contractor, his employees, agents and sub-contractors in respect of every loss and/or liability suffered or incurred by all or any of them in consequence of any failure by the Customer to:-
(i) Comply with any condition imposed upon the Customer by the exhibition organisers or promoters or by Local or other Authorities or to secure the written consent of such organisers, promoters or Authorities to any necessary modification or waiver of any such condition;
(ii) Ensure that all necessary licences have been obtained relevant to all existing buildings in which all or any part of the Contract Work is to be performed and to every path, private road, open space or other property to be used in the performance of the Contract Work and that such buildings, paths, private roads, open spaces and other property are safe and suitable for the intended use;
9. TIME LIMIT FOR MAKING COMPLAINTS
Unless any complaint is made to the Contractor as soon as is reasonably possible and in any case not later than seven days after the date of the cause for complaint arising and confirmed to the Contractor in writing within a further five days the Contract Work shall be deemed to have been satisfactorily performed and the Customer shall have no rights against the Contractor in resect of any defects in the Contract Work.
10. DRAWINGS ETC TO BE CONTRACTOR’S PROPERTY
All drawings, designs, plans, models, specifications or estimates prepared or submitted by the Contractor are and shall remain the Contractors property and must not be copied or reproduced by or divulged in whole or in part to any person.
In these conditions:-
“Contractor” means the company firm or partnership which has undertaken the Contract Work.
“Customer” means the party which has contracted with the Contractor.
“Goods” means all goods of whatsoever description including but limited to materials plant equipment machinery and fittings.
“Contract Work” means the work which the Contractor shall, in consideration of the payment in manner hereinafter appearing of the Contract Price (as hereinafter defined), have agreed to carry out, or the services which the Contractor shall have agreed to supply including the supply to the Customer on hire or otherwise of Goods owned by the Contractor or others.
“Contract Price” means the price quoted by the Contractor and/or agreed by the Customer for carrying out the Contract Work as defined above.
“Period of Contract Work” means the period beginning on the date when the Contract Work is commenced and terminating at the time when the Contract Work ends or if later when all or any Goods hired to the Customer are removed from the exhibition premises or other site for return to the Contractor or other owner.