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Terms & Conditions EMS Events Ltd (Trading as Event Management Systems) 1.1 In these conditions: 1.2 These Terms and Conditions (“Conditions”) shall apply to all orders for the hire and/or provision of Company Facilities placed with the Company by the Customers. Acceptance by the Company of any order is conditional upon acceptance by the Customer of these conditions which shall prevail over any other Terms and Conditions which are contained or referred to in the Customers order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing, unless such other Terms and Conditions are specifically accepted in writing and signed by an authorised representative of the Company. 2.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative. 2.2 Whilst every endeavour shall be made to supply the Company Facilities as ordered the Company reserves the right to substitute other Company Facilities of similar specification. 2.3 Company Equipment will not be left at any delivery address unless the person receiving them acknowledges receipt on behalf of the Customer by signing a Delivery Note in respect thereof. It is the Customers responsibility to ensure that a representative of the Customer is available at the delivery address at the time of delivery to accept and acknowledge receipt of delivery, and the signature on a Delivery Note of the Customer or the person accepting delivery of the Company Equipment (who shall be deemed to be the Customers agent for that purpose) shall be conclusive evidence that the Company Equipment shall have been received and the Company shall be under no liability to the Customer whatsoever thereafter for any alleged shortage or incorrect items. 2.4 Any dates quoted for delivery of the Company Equipment are approximate only and the Company shall not be liable for delay in delivery of the Company Equipment howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. 3.1 The Charge in respect of the Company Facilities (“Hire Charge”) commences on the date on which the Company Equipment is made available to the Customer or leaves the Company premises (whichever is the earlier) until the later of the end of the agreed hire period (as specified in the Company acceptance referred to in Clause 2.1 thereof) or when the Company Equipment is returned to the Company or if lost or damaged beyond repair is replaced. 3.2 Specifications in respect of Company facilities, prices and rates (specified in the Company’s Price List) are subject to alteration without notice. 3.3 Payment of the Hire Charge and any other monies payable to the Company in respect of the Company Facilities shall be due and payable 30 days from the date of invoice. For the purposes of these Conditions time shall be of the essence. 3.4 If the Customer fails to make payment in accordance with this Clause then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 4% above Barclays Bank plc base rate from time to time, until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest). Interest shall become due and payable notwithstanding the fact that a portion of the account shall be subject to any dispute or query. 4.1 All Company Facilities are supplied to the Customer by the Company and all equipment and materials are entrusted to the Company by the Customer entirely at the Customers risk. Save as provided in Clause 5 below and subject always to Clause 6 below, the Company shall not in any circumstances be liable for loss or damage of any kind, however caused, even where such loss or damage shall have been caused or contributed to by the negligence of the Company. 4.2 Without prejudice to Sub Clause 4.1 above any and all Company Personnel shall for the purpose of any liabilities to third parties or loss or damage sustained by the Customer or by the Company be deemed to be the servant of the Customer and such service deemed to be rendered by the Customer and, subject to Clause 6 below, the Company shall not be liable for loss or damage of any kind howsoever caused in connection therewith. 4.3 The Company Equipment is delivered or collected by the Company at the Customers risk and expense and accordingly the Customer is liable for physical loss and damage and delay to the Company Equipment from the time the Company Equipment leaves the Company premises until it is returned to the Company’s premises whether or not it is being delivered or collected by the Company or its agents. 5.1 The Customer shall compensate the Company for any loss which the Company may suffer as a result of any cancellation or variation of any order for the supply of Company Facilities or failing to return any hired Company Equipment to the Company’s premises at the termination of the agreed Hire Period in good condition, fair wear and tear excepted (subject always to the provisions of Sub Clause 5.2 below) or for any breach by the Customer of these Conditions. In the event of non-return of hired Company Equipment the Customer shall pay to the Company the full replacement value of same or the full cost of repairing any damage together with any additional Hire Charge calculated in accordance with the provisions of Clause 3 of these Conditions due to loss or damage. 5.2 Bulbs, screens, filters, projection lamps, video tubes and the like items are supplied on the basis that any deterioration while in the Customers possession is the responsibility of the Customer and the Customer will be charged with the replacement costs where any such deterioration occurs. 5.3 The Company shall, at its own expense, at all times during the agreed Hire Period effect any repair or supply such replacement of Company Equipment as may be necessitated by ordinary wear and tear provided that the Customer returns any such Company Equipment needing attention to the Company’s premises, carriage, insurance and handling charges (including, without limitation, charges for the return journey of repaired or replacement equipment) to be paid by the Customer and provided further that the Company will suspend the payment of the Hire Charge during the period during which the Company Equipment is out of service or until it is replaced (as the case may be) but the Company shall in no circumstances be liable to the Customer for any loss or damage or expense incurred or sustained in connection with or resulting from the return or repair or replacement of such Company Equipment. 6.1 Subject as expressly provided in these conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 6.2 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of or use by the Customer of such Company Facilities except as expressly provided for in these Conditions. 6.3 Save as provided in Sub Clause 3.4 of these Conditions time is not of the essence of any agreement with the Customer, and the Company shall not be liable for any delays in the supply of Company Facilities by it, or any losses whatsoever due to any such delays howsoever caused. 6.4 Subject always to the provision of 6.1 to 6.3 inclusive the Customers shall examine and check and subject to the appropriate tests all Company Equipment supplied by the Company before utilising the same. Provided any deficiency or defect is notified in writing to the Company within 24 hours of the Company Equipment being delivered or collected (as the case may be) the Company will replace or remedy (as appropriate) such deficient Company Equipment and/or defects without additional charge. 7. The Customer shall at all times keep the Company, its Directors, servants and agents effectively indemnified against all actions, proceedings, costs, charges, claims, expenses and demands whatsoever which may be made or brought against the Company, its Directors, servants or agents by any third party in respect of any death alleged injury, loss, damage or expense arising out of or in connection with the use of the Company Facilities even where such injury, loss, damage or expense is caused wholly or in part by the negligence or breach of contract of the Company PROVIDED HOWEVER that where same are in respect of death or personal injury caused wholly or in part by negligence of the Company or by breach of contract of the Company neither the Company nor its agents shall claim indemnity from the customer in respect of such proportion of such actions, proceedings, costs, charges, claims, expenses or demands as shall be found to be due to their negligence or breach of contract as the case may be. 8.1 Unless prior to the commencement of the period of the Hire Period the Company has received from the Customers insurers a declaration in the form acceptable to the Company that the Customer has arranged insurance to the satisfaction of the Company or if at any time the Company receives notification of the lapsing or variation of the Customers said insurance or fails to receive prompt and sufficient confirmation that such insurance remains in effect then the Company shall be entitled (but not obliged) either to arrange immediate insurance of the Company Equipment for its full replacement value against all damage or loss consequential or otherwise (including without prejudice to the generality of the foregoing payment of monies due to the Company pursuant to these conditions) and also for public liability against claims made by third parties arising from use of misuse of the Company Equipment to a level the Company shall in its absolute discretion deem necessary or alternatively, to rescind this agreement with the Customer without any liability therefore on behalf of the Company but without prejudice to any other rights or remedies the Company may have against the Customer. 8.2 The Customer will make full disclosure of all material circumstances affecting insurance taken out, and if required by the Company both procure that the interest of the Company is noted in respect of any such policy and that the insurers are instructed to notify the Company direct of any cancellation or repudiation in respect of same. 8.3 The Customer undertakes not to do or omit to do anything which would have the effect of invalidating any insurance, or cover effected (whether by the Company or the Customer) in pursuance of this Clause. 9. The Customer shall keep the Company Equipment in their custody and ensure that it is used in a skillful and proper manner by persons having the appropriate qualifications and experience and who are familiar with the type of equipment and/or services involved; the Customer will also ensure that under no circumstances shall there be any alteration or addition to, modification, adaptation or mis-use of the Company Equipment hire to them. 10.1 The Customer shall not be entitled to: 11. The Customer agrees with the Company that a representative of the Company may enter upon any premises from which the Company Equipment are kept or reasonably believed to be kept for the purposes of recovering same at the termination of any Hiring Period and in relation to premises not occupied or under control of the Customer, the Customer undertakes to procure that permission is obtained for the Company to enter for such purposes and the Customer shall compensate the Company for any costs incurred in re-possessing the hire equipment and/or Company Facilities. 12. All sale items remain the property of the company until paid for in full. 12.1 If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be effected thereby. 12.2 Any notice required to be given hereunder should be given in writing and may be given personally or may be sent by first class post to the recipient at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to these provisions to the party giving the notice or by fax and any notice given by post shall be deemed to be served on the second working day after the same shall have been posted and if given by fax shall be deemed to have been served at the time of transmission if sent during business hours and at the commencement of business on the first business day following transmission if not sent during business hours. 12.3 No waiver by the Company of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or other provision. 12.4 The copyright of any presentation shall at all times remain the property of the Company, unless copyright ownership of any part or section of any presentation to be used by the prior rightful owner is registered to the correct and proper authorities. The presentation may not be reproduced in whole or in part other than by the Company, or a Company representative who has obtained the presentation for the purpose of his/ her business, and shall not in the course of such use be amended or altered by the Company representative or any other person without the prior written approval of the Company. 12.5 These Conditions shall be governed by the Laws of England and the Company and the Customer submit to the jurisdiction of the English Courts.
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