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1.1 In these conditions:
‘Company’ means Whitespace Exhibitions Limited, trading as Skyline Whitespace, of 320 Western Road Wimbledon London SW19 2QA.
‘Customer’ means the person, firm or company purchasing the Contract Work from the Company.
‘Contract’ means any contract between the Company and the Customer for Contract Work.
‘Contract Work’ means any of the work and/or services which the Company provides to the Customer, including supply of Goods on hire, loan or sale.
‘ Goods’ means the articles which the Company supplies to the Customer pursuant to a Contract, including but not limited to materials, plant, equipment machinery and fittings
‘Quotation’ means a formal written quotation for the proposed Contract Work signed on behalf of the Company.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the date of any Contract.
3.1 These terms and conditions, together with any terms contained in or referred to in the Company’s Quotation(s) shall exclusively govern any contract based on or arising therefrom, to the exclusion of any other terms or conditions, whether express (oral or written) or implied, and in particular even if contained or referred to in any of the Customer’s documents which purport to provide that the Customer’s own terms and conditions shall prevail.
3.2 These terms and conditions shall supersede any other terms and conditions governing any previous contract between the Company and the Customer.
No Contract shall be created unless and until the Company has received from the Customer a copy of its Quotation duly signed by an individual acting or purporting to act on its behalf or an email (sent from the Customer’s email address) accepting the Company’s Quotation. Upon such acceptance the Company shall be entitled immediately to commence the Contract Work, regardless of whether the Customer has by then issued a Purchase Order in accordance with its internal procedures.
5.1 The price for the Contract Work shall be the price set out in the Quotation, subject to the following provisions. For the avoidance of doubt, the Customer shall be obliged to pay the price for the Contract Work irrespective of whether the Customer has complied with its internal procedures, in particular any procedure requiring issue of a Purchase Order.
5.2 The payment terms shall be those set out in the Quotation, but in the absence of such terms, full payment of the Price shown in the Quotation (subject to any amendment addition or modification) shall be made at or prior to collection or delivery (whichever applicable) of the Goods.
5.3 Title to any Goods supplied by way of sale and the right to possess such Goods whether supplied by way of sale or hire shall not pass to the Customer unless and until all amounts due to be paid under the Quotation prior to collection or delivery (whichever applicable) shall have been paid in full.
5.4 Prices are exclusive of VAT and, where applicable, any additional or substitute taxes, levies, imposts, duties, fees or charges whatsoever and wherever payable, all of which shall be paid by the Customer if applicable.
5.5 Unless otherwise stated on the Quotation all prices are shown in ‘Pounds Sterling’
5.6 Prices are subject to a 3% surcharge on payments by credit card and a 1.5% surcharge on payments by debit card.
5.7 All invoices are due for payment on receipt. Invoices outstanding beyond 14 days of the final payment date may be referred to a debt collection agency and may be subject to a surcharge payable by the Customer to cover the agency’s fees and all other charges and legal fees incurred by the Company.
5.8 Without prejudice to its other rights and remedies in law, if the Customer fails to make any payment when due, the Company shall be entitled upon giving the Customer prior notice to suspend the Contract Work until such time as the default is made good and in such circumstances the Company shall have no liability to the Customer for loss of any kind that the Customer may incur as a result of the suspension.
5.9 Interest on overdue invoices shall accrue from day to day at the rate of 2.5% above Base Rate per month from the date when payment becomes due until the date of payment.
5.10 Delivery date(s) are given by the Company in good faith but they are estimates only and the Company shall not be in breach of contract by failure to meet such dates.
5.11 If the Customer changes the place of delivery of the Goods after the Quotation has been issued the Company shall be entitled to raise additional charges.
6.1 No addition or variation of the Contract Work can be made unless agreed in writing and authorised by a director of the Company.
6.2 If and whenever the charge for any variation and/or addition has not been agreed in advance the charge shall be calculated and payable by the Customer at a rate commensurate with the price charged for the Contract Work or, at the Company’s option, on a quantum meruit basis.
6.3 If and whenever the Contract Work is dependent upon materials and/or information to be supplied by the Customer, and the Customer fails to supply them in time, the Company reserves its right to raise additional surcharges at the rate of 5% per day (of the price for the delayed part of the Contract Work) for each day that completion of that element is delayed, but subject to a maximum of 30%.
7.1 Subject to clause 7.2. the Customer shall be entitled by giving written notice to the Company to cancel the Contract at any time before collection or delivery (whichever applicable) of the Goods.
7.2 In the event of such early cancellation the Customer shall:-
7.2.1 forfeit any deposit already paid under the Contact and
7.2.2 compensate the Company for its loss of gross profit under the Contract in so far as, and to the extent that the deposit is insufficient.
7.3 The Company shall be entitled by giving written notice to the Customer immediately to suspend its obligation to perform the Contract if the Customer fails:-
7.3.1 to pay any money to the Company when due, or
7.3.2 fails to supply any materials and/or information upon which the Contract Work is dependent, or
7.3.3 is in material breach of any of its obligations and in any such case the company shall have no liability to compensate the Customer for any loss or other damage which may be caused by the suspension.
7.4 The Company shall also be entitled by giving written notice to the Customer to terminate the Contract in any of the circumstances described at clause 7.3.1, 7.3.2, or 7.3.3 where the Customer has been given 7 days’ notice to remedy its failure and has failed to do so.
7.5 In the event of early termination by the Company pursuant to clause 7.4, the Customer shall:-
7.5.1 forfeit any deposit already paid under the Contact and
7.5.2 compensate the Company for its loss of gross profit under the Contract in so far as, and to the extent that the deposit is insufficient.
8.1 The Customer shall be wholly responsible for the accuracy of any data or information (including any applicable specification) provided to the Company for the purpose of the Quotation and/or the Contract and/or the Contract Work.
8.2 Where any specification or design has been supplied by the Customer to enable the Contract Work the Customer warrants that the use of those specifications or designs in the manufacture processing assembly or supply of the Goods shall not in any way infringe the rights of any third party and the Customer agrees to indemnify the Company fully against any claims, expense, loss or damage which it may suffer in case of breach of such warranty.
8.3 The Company may from time to time make minor changes to the design of Goods to comply with any applicable safety or statutory requirements or to suit construction methods provided that such changes do not materially affect use of the same for the purposes intended by the Customer.
8.4 The Company shall own and retain the property, copyright, registered and/or unregistered design rights and all other intellectual property rights in any specification, drawings, designs, plans, 3D models and the like which may be created by the Company in the course of the Contract Work.
8.5 Subject to clause 8.4 the Company grants the Customer a perpetual royalty-free license to exploit for commercial purposes any exhibition stand designed and supplied by the Company.
8.6 The Customer shall be responsible at its expense for obtaining all necessary third party licenses and other permissions whatsoever required by the Company or the Customer for the performance of the Contract Work.
8.7 The Customer shall be responsible for ensuring that every building, path, private road, open space or other property to be used in the performance of Contract Work is safe and suitable for the intended use and, without limitation of the foregoing, is adequately served with all required public utilities.
8.8 Where the Customer supplies its own property to the Company in connection with the Contract Work, risk in such property shall remain with the Customer. The Company will not be liable to the Customer for loss of or damage to such property unless caused by the gross negligence or deliberate act of the Company.
9.1 Any technical information whether oral or in writing pertaining to the design, function or appearance of Goods to be supplied and/or the Company’s construction methods (‘proprietary information’) belongs to the Company and the Customer must not use or disclose such information to any other person outside the Customer’s organisation without the Company’s consent.
9.2 The Customer will restrict access to proprietary information by non-involved employees, contractors and other third parties and will not permit others to use such proprietary information.
9.3 The provisions of clauses 9.1 and 9.2 hereof will survive fulfilment of the Contract or its earlier termination.
10.1 The Customer shall take good care of hired Goods during the period of hire and undertakes to return them to the Company in no worse a state and condition as when received by the Customer at the start of the hire, fair wear and tear excepted
10.2 The Customer shall indemnify the Company against loss of and/or damage to hired Goods during the period of hire howsoever caused.
10.3 The Customer shall keep hired Goods in its possession and/or under its control at all times and shall not remove them from the place where they are installed by the Company without the latter’s prior written consent.
10.4 Upon expiry of the period of hire, or upon the earlier termination of the relevant Contract, the Customer shall no longer be entitled to retain possession of hired Goods and the Company may at any time without notice retake possession of such Goods and the Customer hereby gives the Company irrevocable permission in such circumstances to enter the premises of the Customer and/or any other place of performance of Contract Work, for such purposes.
11.1 Risk in the Goods, whether on hire or sold to the Customer, (and whether or not title shall have passed) shall pass to the Customer as soon as the Company is no longer in possession of them following collection and/or delivery (whichever applicable).
11.2 The Customer shall be solely responsible in the case of Hired Goods for arranging to insure the Goods to their full replacement value against all usual and known risks and will on request by the Company produce evidence of such insurance before collection or delivery (whichever applicable).
12.1 The Company undertakes with the Customer as follows:-
12.1.1 to carry out the Contract Work diligently, and with reasonable care.
12.1.2 that the quality of the Goods conforms to the applicable standard warranted by their manufacturer.
12.2 The above obligations are in lieu of all conditions, warranties and statements of whatever nature in respect of Contract Work whether express or implied by statute, trade, custom or otherwise and any such condition, warranty or statement is hereby excluded.
13.1 The Company will not be liable to compensate the Customer for breach of any of its obligations under clause 12.1 unless:-
13.1.1 The Customer shall have notified its complaint to the Company in writing as soon as reasonably possible and in any event within 14 days of the date when the Customer knew or ought to have known about the complaint, and
13.1.2 In the case of a complaint of breach of obligation under clause 13.1.1, the Customer shall have notified its complaint in writing to the Company within 3 months of collection or delivery (whichever applicable) of the Goods, and
13.1.3 In the case of a complaint of breach of obligation under clause 13.1.2, the Customer shall have notified its complaint in writing to the Company within 9 months of collection or delivery (whichever applicable) of the Goods
and in either case, time shall be of the essence.
13.2 Subject to the above, if the Company is liable to the Customer for breach of any of its obligations at clause 12.0 above, which was not caused wholly or in part by any occurrence or thing outside the Company’s control, the Company shall, at its option, be entitled to repair or replace the defective Goods within a reasonable time.
14.1 These conditions do not purport to exclude or restrict any liability for fraud or for death or personal injury caused by its negligence or any other liability the exclusion or restriction of which is prohibited by Sections 2(1) and 6(1) of the Unfair Contract Terms Act 1977.
14.2 The Company shall not be liable to the Customer or to any third party for indirect or consequential loss or damage of whatever kind, whether caused by misrepresentation, breach of contract, tort or otherwise, including but not limited to loss of actual or potential revenue or profit, loss of business or business reputation, loss or damage to property, loss of opportunity, professional fees, costs or expenses, nor will the Company be liable to indemnify the Customer against any claims, actions, costs, expenses of any third party.
14.3 Subject to clauses 13.2, 14.1 and 14.2 the Company’s liability to the Customer for any breach of obligation shall not exceed the total price for the Contract Work to which the Customer’s claim relates, so that in the event of one or more claim, the aggregate value of such claims shall not exceed the invoiced value.
The Company shall be entitled, without liability on its part and without prejudice to its other rights to terminate a Contract or any unfulfilled part thereof or, at its option, to suspend or give partial performance under it if performance by the Company or by its suppliers is prevented, hindered, or delayed whether directly or indirectly by reason of any cause whatever beyond the Company’s or its suppliers’ reasonable control, whether such cause existed on the date when the Contract was made or not.
17.1 If the Customer, being an individual, or, being a firm, any partner in the Customer is the subject of a petition for a bankruptcy order or of an application for an interim order under Part VIII of the Insolvency Act 1986, or if the Customer, being a company, compounds with its creditors or has an administrative receiver or receiver appointed in respect of all or any part of its assets or is the subject of an application for an administration order or of any proposal for a voluntary arrangement under Part 1 of the Insolvency Act 1986, or enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction, or if the Company reasonably believes that any of the above events is about to occur, then the Company shall be entitled immediately, and at any time thereafter, to terminate forthwith any Contract or any unfulfilled part thereof.
17.1 No waiver by the Contractor of any breach of Contract by the Customer shall be construed as a waiver of any subsequent breach of the same or any other provision.
17.2 If any provision 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 provision in question shall not be affected thereby.
18.1 The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who shall have authority to settle the same.
18.2 If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’ the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) model mediation procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR. The mediation will start not later than 28 days after the date of the ADR notice.
18.3 Nothing in this clause shall be construed as prohibiting a party from applying to a court for relief of any kind.
19.1 Subject to clause 18.0 hereof the parties submit to the non-exclusive jurisdiction of the English Court.
19.2 The Contract and all its terms shall be governed by the law of England.
© 2014 Whitespace Exhibitions Limited