TERMS OF BUSINESS - Event Production
In these Terms of Business ‘‘the Company’’ means Lightwave Productions Ltd, and ‘‘the Customer’’ means the person, firm or company entering into a contract with the Company in accordance with these Terms of Business. “Event Date” means the first date on which installation crew go to site to work on an event or a series of events for which a contract has been formed, (in the event of no schedule being agreed this shall be the first date on which Customer guests are scheduled to arrive on site.).
A contract will not come into effect between the Company and the Customer until the Customer’s order has been accepted by the Company in writing. Any such contract shall be subject to these Terms of Business and any attempt by the Customer to incorporate other terms and conditions shall be null and void and of no legal effect.
No variation of these Terms of Business shall be effective unless made in writing and signed by an authorized officer of the Company. At the request of the Customer the Company will confirm whether or not any named individual has the requisite authority.
4. The Right to Sub-Contract
The Company shall be entitled to sub-contract the performance of the whole or part of the contract with the Customer without prior notice to the Customer.
a) The Company reserves the right to vary the contract price at any time to take account of:
i) Any alteration agreed between the Company and the Customer to the terms of the Contract; and / or
ii) Any increase in the cost price of materials or of equipment hire; and / or
iii) Any cost for waiting time or other additional expenses incurred by the Company as a r esult of matters beyond its control; and / or
iv) Any additional work which is necessitated by the state or condition of the Customer’s premises unless the Company was aware of such state of condition when its quotation was given and such state or condition was specifically referred to in the Company’s quotation.
a) The employees of the Company are not authorized to make oral representations as to the description, quality or fitness for any particular purpose of any goods or services supplied by the Company. If a representation has been made or an opinion expressed orally which affected materially the Customer’s decision to enter into a contract with the Company, the Customer must ensure that the relevant statement is confirmed in writing by a duly authorized officer of the Company so as to form part of the contract; no liability can otherwise by accepted.
b) All descriptions and other information contained in the Company’s sales literature, advertisements and quotations are based on information received from the Company’s suppliers and the Company cannot accept any liability in respect thereof.
a) Designs, drawings and the like contained in the Company’s quotations or otherwise, must be regarded as illustrative only. The Customer’s attention is drawn to the conditions set out on the Company’s drawings and quotations. The Customer must satisfy itself that the goods and / or services to be provided by the Company are fit for the Customer’s purposes.
b) Where the Company has undertaken to offer a design service, the drawings shall remain the property of the Company until a contract of sale is made between the Company and the Customer or an agreed fee has been paid in full to the Company.
8. Warranties and Liability
a) The Company warrants to the Customer that it will provide the services referred to in the contract using reasonable care and skill. Where the Company supplies any goods supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purposes or otherwise but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Company.
b) The Company shall have no liability to the Customer for any loss, damage, costs, expenses, or other claims for compensation arising from any documents, materials, data or other information supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
c) Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms of Business, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for any losses which are not reasonably foreseeable on acceptance of the Customer’s order or for any loss of profit or any indirect, special, economic or consequential loss, damage, costs, expenses or other claims (whether caused by negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the goods and / or services under the contract and their use by the Customer.
d) In any event the Company’s total liability in contract, tort, negligence or otherwise under or in connection with the contract shall be limited to an amount equal to the amount of the contract price actually received by the Company from the Customer up to the date such liability arose. The contract price has been calculated on the basis that the Company can exclude or limit liability as set out in these Terms of Business. The Customer confirms that it will bear itself (or insure against) any loss for which the Company has excluded or limited liability. However, nothing in the Terms of Business shall exclude or limit the Company’s liability to the Customer for death or personal injury resulting from the Company’s negligence.
e) The Company shall not be liable to the Customer for any loss or damage suffered by the Customer as a result of, or in connection with any claim brought against the Customer by any third party. The Customer shall fully indemnify the Company against all liability (including professional costs) suffered or incurred by the Company as a result of, or in connection with, any third party claim brought against the Company arising out of or in connection with the use by the Customer of the goods and / or services supplied under the contract.
f) The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations hereunder if the delay of failure was due to any cause beyond the Company’s reasonable control.
The Customer agrees to provide unimpeded access for the employees and vehicles of the Company, its sub-contractors and carriers on or into the Customer’s property for the purpose of delivering goods to the Customer or for any related purpose. The Company reserves the right to refuse to make delivery if access is dangerous or if the condition of the site is unsuitable for the delivery and storage of the goods.
10. Terms of Payment
a) Terms of payment shall be such as may be agreed between the Company and the Customer, but (subject to the provisions of sub-clauses (c) and (d) below) in the absence of any such agreement, a non-refundable deposit of 50% of the quoted price, shall be payable on confirmation of the order, an additional non-refundable deposit of 25% of the quoted price shall be payable not less than 21 days prior to the Event Date with the balance payable before the expiration of 28 days from the date of invoice. The Company reserves the right to charge interest at the rate of 3% above the base lending rate of HBOS PLC on invoices more than 28 days overdue for payment from the due date to the date of actual payment.
b) In the case of death, permanent incapacity, bankruptcy or insolvency of the Customer or (if the Customer is a limited company) in the case of liquidation or the appointment of a receiver, the outstanding balance of the purchase price of all goods and services invoiced and provided by the Company to the Customer prior to the date of the relevant event shall immediately become due and payable from the Customer to the Company.
c) On the happening of any of the events in sub-clause (b) above the Company (in addition and without prejudice to its other rights referred to in this clause) will have the right to cancel every contract made with the Customer and / or to suspend or discontinue delivery of the goods and / or services at the Company’s option without prejudice to the Company’s right to recover damages for any loss sustained by it.
d) Where the Company has undertaken to offer set and staging services, all related items of set and staging shall remain the property of the Company. If the Customer contracts to purchase any set or staging goods the goods shall remain the property of the Company until a contract of sale is made between the Company and the Customer and an agreed fee has been paid in full to the Company.
e) Any discounts agreed by the Company and the Customer shall cease to apply if there is any default by the Customer in performance of its obligations under the Contract. The Customer accepts that in the event of any such default on its part the full amount of the contract price will be payable by it to the Company.
f) If, for any reason, the Customer terminates the contract after confirmation of the order payments will become due according to the following schedule:
i) Cancellation more than two calendar months before the Event Date - 50% of the quoted price will become due for payment.
ii) Cancellation from two calendar months before the Event Date and more than 21days before the Event Date 75% of the quoted price will become due for payment.
iii) Cancellation from 21 days before the Event Date to the Event Date 100% of the quoted price will become due for payment.
g) If the Hirer fails to make any payment on the Due Date then without prejudice to any right or remedy available to it, equip shall be entitled to:
i) Cancel any discounts quoted to or agreed with the Hirer and refuse to offer such discounts on future contracts with the Hirer;
ii) Cancel the Contract or suspend or refuse to supply Equipment or to provide Services under the Contract or any other agreement with the Hirer;
iii) Apply any payment made by the Hirer under the Contract or any other agreement (notwithstanding any express instruction by the Hirer) towards the discharge of the balance due; and/or
iv) Charge the Hirer interest on overdue balances at a rate calculated in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 until payment is made in full. All costs, charges and expenses incurred by equip in recovering any debt shall be paid by the Hirer on a full indemnity basis.
11. Governing Law
These Terms of Business shall be construed and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts. If any provision of these Terms of Business is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, the remaining provisions under these Terms of Business shall otherwise continue in full force and effect.
TERMS OF BUSINESS - Dry Hire
1.1. In these Conditions: –
1.1.1. “Contract” means a contract for the hire of Equipment concluded by the acceptance by Lightwave of an order pursuant to Condition 3. The Contract comprises these Conditions, the Hire Estimate (if one is issued) and the Letter Agreement (if one is issued).
1.1.2. “Equipment” means the equipment described or any individual item thereof.
1.1.3. “Hire Estimate” means, if issued, the document which could set out the schedule of Equipment for hire, the Hire Period and the Hire Charge
1.1.4. “Hire Charge” means the weekly charge payable by the Hirer to Lightwave for the hire of Equipment.
1.1.5. “Hire Period” means a period starting on the date that Equipment is dispatched to or collected by the Hirer and ending on the date on which the Equipment is returned to Lightwave.
1.1.6. “Hirer” means the hirer of Equipment from Lightwave.
1.1.7. “Lightwave” means Lightwave Productions Ltd.
1.1.8. “The Site” means the premises or site specified by the Hirer where the Equipment is to be used.
1.2. The headings in these Conditions are for ease of reference only and shall not affect their interpretation.
2.1. These Terms and Conditions shall apply to all contracts for the hire of the Equipment by Lightwave to the Hirer to the exclusion of all other terms and conditions referred to, offered or relied on by the Hirer unless the Hirer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by Lightwave in writing.
2.2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Lightwave.
2.3. By issuing a purchase order or otherwise acknowledging a hire estimate issued by Lightwave the Hirer is agreeing to these Terms and Conditions as amended in accordance with these Conditions.
2.4. Any advice or recommendations given by Lightwave or its employees or agents to the Hirer or its employees or agents as to the storage, application, installation or use of the Equipment which is not confirmed in writing by Lightwave is followed or acted upon entirely at the Hirer’s own risk and, accordingly, Lightwave shall not be liable for any such advice or recommendations which are not so confirmed or the actions of any third party in the storage, application, installation or use of the Equipment unless the Hirer has separately contracted for such services with Lightwave directly.
2.5 In the event of and only to the extent of any conflict between these Terms and Conditions and the Hire Estimate then the conflict shall be resolved in accordance with the following order of priority namely the Hire Estimate (if issued) and these Conditions.
Lightwave shall only accept an order for hire of Equipment provided that it is in writing. Unless otherwise agreed, the written acceptance of the Hirer’s order by an authorised employee of Lightwave shall constitute the Contract of which these Conditions and Hire Estimate shall form a part. Any terms or conditions in the Hirer’s order or any other documentation of whatsoever kind issued by the Hirer which are inconsistent with these Conditions or any other terms of the Contract shall have no effect whatsoever.
4. HIRE OF EQUIPMENT
4.1. Lightwave hereby hires to the Hirer the Equipment for the Hire Period at the Hire Charge.
4.2. Lightwave reserves the right to supply equipment of a similar design to the Equipment.
4.3. All descriptions and specifications, drawings and particulars of weights and dimensions issued by Lightwave are approximate only, and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract. Due to continuing development, Lightwave reserves the right to change specifications without notice.
5. HIRE CHARGE
5.1. The Hirer shall pay to Lightwave either in advance or on a weekly basis a sum calculated by multiplying the appropriate Hire Charge for the Equipment by the Hire Period for such items of Equipment. All hire charges are strictly nett and are due and payable on invoice submitted within 14 days. Charges run from day of dispatch until day of return and are based on a period of one week or part thereof irrespective of whether the goods are in use or not. A period of two days’ grace is normally given on collection and deliveries (i.e. collection Friday: return Monday).
5.2. The Hirer shall pay to Lightwave any packing and delivery charges where appropriate.
5.3. All sums due from the Hirer to Lightwave hereunder shall be increased to include VAT at the current rate.
5.4. The Hirer shall pay Lightwave’s invoices hereunder within 14 days of the date of invoice. Time shall be of the essence in respect of the payment of all sums due hereunder.
5.5. Lightwave reserves the right to charge the Hirer interest at the rate of 3% per annum above the mean base rate for the time being of the London Clearing Banks on all invoices which are not paid in accordance with Condition 5.4, such interest being calculated from a date 30 days after the date of invoice until actual payment compounded quarterly and to be payable as well after as before any judgment obtained in respect thereof.
5.6 All amounts due under the Contract from the Hirer to Lightwave shall be paid in full without any set-off, counterclaim, deduction or withholding whatsoever (other than any deduction or withholding of tax as required by law).
6. DELIVERY & COLLECTION
6.1. Any dates and times quoted for delivery of the Equipment are approximate only and Lightwave shall not be liable for any delay in delivery of the Equipment howsoever caused.
6.2. Unless otherwise agreed in writing, the Hirer is responsible for loading, transporting and unloading the Equipment at the Site and on its return to Lightwave and for all costs incurred in connection therewith, and any driver or operator supplied by Lightwave shall be deemed to be under the Hirer’s control and shall comply with all directions of the Hirer.
6.3. The Hirer shall conduct a reasonable inspection of the Equipment upon receipt. If such inspection reveals that the Equipment is damaged, or that some of the Equipment is damaged, or that some of the Equipment has been lost, the Hirer shall notify Lightwave and the carrier in writing within 3 days of the date of receipt. Damaged Equipment may be retained by the Hirer for inspection by the carrier provided that it shall be returned to Lightwave on demand. If the Hirer fails to notify Lightwave and the carrier in accordance with this Condition, or to return the equipment on demand, the Hirer shall pay to Lightwave the full cost of repair or replacement of the Equipment or full hire rate until returned.
6.4. For Hirers collecting and returning Equipment, Lightwave’s normal working hours are Monday to Friday 9am – 6pm.
6.5. Lightwave’s normal hours of delivery are Monday to Friday 9am – 5pm. Outside these hours additional charges may apply.
6.6. Lightwave reserves the right to recharge additional costs of delivery and collection including, but not restricted to, parking fines, waiting time and toll charges.
7. USE OF EQUIPMENT
7.1. The Hirer shall ensure that the Equipment is installed and used by competent and qualified personnel in a manner which complies with any
applicable statute, regulation or order from time to time in force affecting the Equipment including but not limited to the Health and Safety at Work
Act 1974 and any statutory amendment or replacement of it.
7.2. The Hirer shall at its expense keep the Equipment in good repair, condition and working order, fair wear and tear excepted. Without prejudice to the generality of the foregoing, the Hirer shall on a very regular basis and certainly every week:-
7.2.1. Inspect, test and clean the Equipment;
7.2.2. Check and maintain wiring to and fixing and rigging of the equipment.
7.3. The Hirer shall not without the prior written consent of Lightwave make any modification or alteration to the Equipment (including but not limited to the removal of any marks that identify the Equipment as being owned by Lightwave), or take the Equipment outside of the United Kingdom, or if the Equipment is delivered to a Hirer in a country outside of the United Kingdom, then the Hirer shall not without the prior written consent of Lightwave, take the Equipment outside of that country.
7.4 The Hirer shall not, without the prior written consent of Lightwave in writing, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of the Equipment.
7.5. The Hirer shall allow Lightwave to inspect the Equipment upon request during Lightwave’s normal working hours.
7.6. The Hirer shall return all faulty lamps to Lightwave. The replacement cost of the lamps will be charged to the Hirer if they are not returned.
8. BREAKDOWN AND REPAIRS
8.1. Where the breakdown of the Equipment is caused by fair wear and tear or by a fault in the Equipment or where stoppage occurs in the course of carrying out normal repairs, full allowance for the Hire charges in respect of the individual piece of Equipment that has broken down in such circumstances will be made to the Hirer, any claims to be considered from the time and date of notification in writing by the Hirer.
8.2. Where the breakdown of the Equipment is caused as a result of the negligence or misuse by the Hirer, the Hirer shall be responsible for all loss or damage incurred by Lightwave arising from any breakdown and for the payment of the hire charges during the period the Equipment is inoperable due to such breakdown.
The Equipment shall at all times remain the property of Lightwave or a third party finance company (as the case may be) and the Hirer shall have no rights to the Equipment other than as hirer and the Hirer shall not do or permit or cause to be done any matter or thing whereby the rights of Lightwave or a third party finance company (as the case may be) in respect of the Equipment are or may be prejudicially affected.
10. LOSS, DAMAGE AND INSURANCE
10.1. In the event of any loss or damage to the Equipment the Hirer shall pay for its replacement, or the cost of restoring it to good working order, or allow Lightwave or its agent to carry out such work at the Hirer’s expense.
10.2. The Hirer shall during the Hire Period (without prejudice to the liability of the Hirer to Lightwave pursuant to Condition 10.1) keep the Equipment insured for its full replacement value with a reputable insurance company against loss or damage from all risks (including third party risks). The Hirer shall notify its insurers that the Equipment is on hire from Lightwave and request the insurers to endorse a note of such interest on the policy, naming Lightwave as loss payee. The Hirer shall on demand show to Lightwave the policy, the premium receipts and insurance certificate and shall not use or allow the Equipment to be used for any purpose not permitted by the terms and conditions of the said policy or do or allow to be done any act or thing whereby the insurance may be invalidated.
10.3. Where any event or accident shall occur which is a risk covered by the Hirer’s insurance hereunder, the Hirer shall immediately notify Lightwave thereof. The Hirer shall hold any monies received by the same as Lightwave directs.
11. HIRER’S INDEMNITIES
11.1. The Hirer shall be solely responsible for and hold Lightwave fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by Lightwave as a result of any accident involving the Equipment.
11.2. The Hirer shall be solely responsible for and hold Lightwave fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against or incurred by Lightwave as a result of any breach or default on the part of the Hirer in the discharge of its obligations under any Contract.
12. LIMITATIONS OF LIABILITY
12.1. Lightwave’s liability for direct physical damage to tangible property of the Hirer caused by the negligence of Lightwave, its employees, agents or sub-contractors, or by breach of any Contract, shall not exceed £500,000 subject to the exclusions set out in Condition 12.2.
12.2. Lightwave shall not be liable for the following loss or damage howsoever caused and even if foreseeable by or in contemplation of Lightwave: –
12.2.1. loss of profits, business, revenue, goodwill or anticipated savings whether sustained by The Hirer or any other person; or
12.2.2. special, indirect or consequential loss other than direct physical damage to tangible property of The Hirer or any other person; or
12.2.3. any loss arising from any claim made against Lightwave by any other person.
13.1. Where there is no fixed period of hire, the period of hire may be terminated by either party giving to the other 7 days’ notice in writing and the Hirer’s obligations under this agreement shall continue until the Equipment is returned to Lightwave.
13.2. Lightwave shall have the right to immediately terminate a Contract by giving notice in writing if: –
13.2.1 the Hirer fails to pay when due any amount due under the Contract; or
13.2.2 the Hirer is in material breach of any of the Terms and Conditions or any other terms of the Contract; or
13.2.3 the Hirer is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
13.2.4 the Hirer shall do or cause to be done or permit or suffer any act or thing whereby the rights of Lightwave over the Equipment may be prejudiced or put in jeopardy
13.2.5 the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
13.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Hirer (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer
13.2.7. suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or
13.2.8 any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 13.2.3 to 13.2.7 (inclusive),
14. CONSEQUENCES OF TERMINATION
14.1. Any termination of a Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.2. On termination of a Contract (howsoever occasioned) the Hirer shall no longer be in possession of the Equipment with Lightwave’s consent and shall unless otherwise agreed with Lightwave forthwith return the Equipment to Lightwave in good working order.
14.3. Notwithstanding Condition 14.2, Lightwave may, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located.
14.4. On termination of a Contract (howsoever occasioned), without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to Lightwave on demand all Hire Charges due but unpaid and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to Condition 5.5 and any costs and expenses incurred by Lightwave in recovering the Equipment and/or in collecting sums due under the Contract (including storage, insurance, repair, transport and legal costs).
14.5. On termination of a Contract pursuant to Condition 13.2, without prejudice to any other rights or remedies of Lightwave, the Hirer shall pay to Lightwave on demand a sum equal to the whole of the Hire Charges that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Hire Period, less a discount for accelerated payment of 10% of the sum due.
14.6. The sums payable pursuant to Condition 14.5 shall be agreed compensation for Lightwave’s loss and shall be payable in addition to the sums payable pursuant to Condition 14.4.
15. FORCE MAJEURE
Although Lightwave shall use all reasonable endeavours to discharge its obligations under a Contract in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its control.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
17.1. No neglect, delay or indulgence by Lightwave in enforcing a Contract shall prejudice the rights of Lightwave or be construed as a waiver.
17.2. The Hirer hereby waives all and any future claims and rights of set off against any sums due to Lightwave hereunder regardless of any equity, set off or counter-claim on the part of the Hirer against Lightwave.
17.3. Any notice hereunder shall be in writing and may be served by sending it by pre-paid first class letter post or delivery (if in the case of a limited company) to the address stated herein, and in any other case, to the last known address of the addressee. In proving service of any notice it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Service shall be deemed to be effective at noon of the second business day following the day of posting and any notice delivered to an address by hand shall be deemed to be effective from the date of such delivery.
17.4. The Hirer shall not assign or otherwise transfer all or any part of a Contract.
17.5. The formation, construction and performance of all Contracts shall be governed in all respect by English law. The parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
Lightwave Productions Ltd, 21 Cathles Road, London SW12 9LE TEL: + 447753593223.