Terms & Conditions
Interpretation
The following definitions and rules of interpretation apply in these terms and conditions:
Company: Eastern Exhibition & Display Limited (Company Number: SC082988) trading as Eastern Exhibition and Display.
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person who purchases the Goods and/or Services from the Company.
Deliverables: the deliverables set out in the Order produced for or supplied to the Customer by the Company.
Equipment: all equipment supplied, including but not limited to staging, set elements, display elements, lighting effects, audio systems, microphones, video equipment, projection equipment, and all show control machines including laptops and computers.
Goods: the goods or any part of them set out in the Order.
Goods Specification: any specification for the Goods, including relevant plans or drawings, agreed in writing by the Customer and the Company.
Intellectual Property Rights: all intellectual property rights, registered or unregistered, including applications, renewals, extensions, and rights of priority, worldwide.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the purchase order form or the Customer’s written acceptance of the Company’s quotation.
Services: the services, including Deliverables, supplied by the Company to the Customer.
A person includes a natural person, corporate or unincorporated body. References to writing include email (but not fax). Words such as “including”, “in particular”, or similar expressions are illustrative and do not limit preceding words.
Basis of Contract
The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. The Order is only accepted when the Company issues a written acceptance, at which point the Contract comes into existence.
Any quotation issued by the Company does not constitute an offer.
Any samples, drawings, descriptions or advertising are for illustrative purposes only and do not form part of the Contract.
These Conditions apply to the supply of both Goods and Services except where specified otherwise.
Goods
Where Goods are manufactured in accordance with a Customer-supplied specification, the Customer shall indemnify the Company against claims relating to intellectual property infringement. This obligation survives termination.
The Company may amend specifications to comply with legal or regulatory requirements.
The Company shall deliver Goods to the Delivery Location stated in the Order. Delivery is completed upon unloading at the Delivery Location.
Delivery dates are approximate and not of the essence. The Company’s liability for failure to deliver is limited to the cost of obtaining replacement Goods, less the price of the original Goods. The Company is not liable for delays caused by Force Majeure or Customer failures.
If the Customer fails to take delivery within three Business Days:
- Delivery is deemed completed at 9:00 am on the third Business Day after notification.
- The Company may store the Goods and charge reasonable costs, including insurance.
If the Customer has not taken delivery after ten Business Days, the Company may dispose of the Goods and charge the Customer for any shortfall.
The Company may deliver Goods by instalments, each treated as a separate contract.
Quality of Goods
The Company warrants that Goods will be free from material defects in design, material, and workmanship on delivery.
If defects are reported within a reasonable time, and the Goods are examined by the Company, it may repair, replace, or refund the defective Goods.
The Company is not liable if defects arise from:
- Failure to follow instructions or good practice
- Specifications provided by the Customer
- Customer repairs or alterations
- Wear and tear, wilful damage, negligence, or abnormal conditions
- Changes required for statutory compliance
These Conditions apply to any repaired or replacement Goods.
Title and Risk
Risk passes on delivery. Title passes only when the Company receives full payment.
Before title passes, the Customer must:
- Store Goods separately
- Maintain identifying marks
- Keep Goods insured
- Notify the Company of potential insolvency
- Provide information regarding Goods or financial position
The Company may recover Goods if payment is not made or if insolvency is suspected.
Services
The Company shall supply Services in accordance with the Order or relevant Service Specification. Specifications may be amended to comply with law or where quality is not materially affected.
Performance dates are estimates only.
The Company warrants Services will be delivered with reasonable care and skill.
Where Equipment is supplied as part of the Services:
- Equipment will be delivered in good working order
- Customer uses it at their own risk outside intended purpose
- Customer is responsible for third-party interference or damage
- Equipment remains Company property
- Customer must not re-hire, sub-hire, pledge, or otherwise deal with Equipment
Customer’s Obligations
The Customer shall:
- Ensure Order terms and specifications are accurate
- Co-operate with the Company
- Provide access to premises and facilities
- Provide accurate information and materials
- Maintain necessary licences and permissions
- Comply with applicable laws
- Insure any original materials supplied to the Company
- Keep Company Materials in safe custody and good condition
If the Customer delays or prevents performance (Customer Default), the Company may suspend Services and claim costs incurred.
Charges and Payment
The price for Goods or Services is the amount stated in the Order, excluding packaging, insurance, and transport unless otherwise agreed.
The Company may increase prices to reflect increased costs, fluctuations, or Customer-requested changes.
Invoices:
- Goods: invoiced prior to delivery (unless otherwise agreed)
- Services: invoiced on completion (or proportionally, at the Company’s discretion)
Payment terms: 30 days from invoice date, in full, without set-off.
VAT is payable in addition where applicable.
Late payments accrue interest at 4% above the Bank of England base rate.
Intellectual Property Rights
All Intellectual Property Rights arising from the Services (excluding Customer-provided materials) belong to the Company.
The Company grants the Customer a non-exclusive, worldwide licence to use Deliverables for the duration of the Contract.
The Customer grants the Company a licence to use provided materials for delivering the Services.
The Customer warrants that its materials do not infringe third-party rights and indemnifies the Company for breaches.
Data Protection
The Customer is the Data Controller; the Company is the Data Processor.
Both parties will comply with UK Data Protection Legislation.
The Company will:
- Process Personal Data only on documented instructions
- Maintain appropriate technical and organisational measures
- Ensure confidentiality of personnel
- Not transfer Personal Data outside the UK without consent and safeguards
- Assist with Data Subject requests
- Notify of Personal Data Breaches without undue delay
- Delete or return data at Contract end (unless legally required to retain)
Confidentiality
Each party shall keep confidential all business and customer information of the other, except where disclosure is permitted or required by law.
Limitation of Liability
Nothing limits liability for death or personal injury, fraud, or statutory rights related to title or defective products.
The Company is not liable for loss of profits, business, or indirect losses.
Total liability is limited to the total charges paid under the Contract.
Termination
The Company may terminate immediately if the Customer commits a material breach, becomes insolvent, ceases trading, or its financial position deteriorates.
On termination, the Customer must:
- Pay all outstanding invoices
- Return all Company Materials, Deliverables, and unpaid Goods
Force Majeure
The Company is not liable for delays or failures caused by circumstances beyond its reasonable control.
General
If any provision becomes invalid, it shall be modified or removed without affecting the remaining terms.
The Company may assign or subcontract its rights; the Customer may not without written consent.
Notices must be delivered by hand or first-class post to the registered address or principal place of business.
The Contract constitutes the entire agreement between the parties.
Variations must be in writing and signed by a Company director.
The Contract is governed by Scots Law. The Scottish courts have exclusive jurisdiction.
Continuing instructions from the Customer constitute acceptance of these Conditions.