UPDATED: 20 December 2022
‘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 products or services which the Company provides to the Customer whether by itself, its agents or sub-contractors.
‘Goods’ means modular stands or custom stands, parts, accessories, fittings, equipment, signage, 3D graphics and any other object supplied to the Customer pursuant to the Contract.
‘Modular stand’ means a modular system exhibition stand designed and built from pre-manufactured components.
‘Custom stand’ means a bespoke stand designed to the Customer’s unique requirement and not built from pre-manufactured components.
‘Quotation’ means a formal written quotation for the proposed Contract Work sent to the Customer by the Company.
2.1. Any reference in these terms and 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 the Contract 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.
4.1. 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 unconditionally.
5.1. The price for the Contract Work shall be the price set out in the Quotation, subject to the following provisions.
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 any of the Goods.
5.3. Unless and until the Customer has paid all amounts due to be paid, the Customer shall not be entitled to possession of the Goods, nor, in the case of Goods supplied by way of sale, shall title to such Goods pass to the Customer until paid for. For the avoidance of doubt, title to all Goods (except sold Goods), including custom stands, shall at all times belong to the Company whether before, during or after the Customer takes possession of them. The Company reserves the right, unless otherwise agreed, to dispose of modular stands or custom stands at the conclusion of the Contract.
5.4. Prices are exclusive of VAT and 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. Overdue accounts will be subject to interest charges of 2.5% per month above Base Rate from the due date. Invoices still outstanding beyond 14 days of the due date may be referred to a debt collection agency and will be subject to a surcharge to cover the debt collection agency’s fees. The Customer will be responsible for payment of this surcharge together with all other charges and legal fees incurred by the Company.
5.8. If the Contract Work is dependent upon materials and/or information to be supplied by the Customer, and the Customer fails to supply them within the agreed timescale, the Company reserves its right to raise a surcharge 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 part is delayed, but subject to a maximum surcharge of 30%.
5.9. 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. 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, according to its reasonable value.
7.1. Subject to clauses 7.3 and 7.4, 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: –
(a) forfeit any deposit already paid under the Contact, and
(b) 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: –
(a) fails to pay any money to the Company when due, or
(b) fails to supply any materials and/or information upon which the Contract Work is dependent in good time to enable the Company to fulfil its obligations, or
(c) 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(a), 7.3(b), or 7.3(c), whether or not the Contract has already been suspended, where the Customer has been given 7 days’ prior notice to remedy its failure and has failed to do so, unless incapable of remedy in which case no notice need be given.
7.5. In the event of early termination by the Company pursuant to clause 7.4, the Customer shall: –
(a) forfeit any deposit already paid under the Contact and
(b) 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 the 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. Under no circumstances shall the Customer be entitled to build a custom stand, or commission others to build a custom stand for the Customer’s use, to the same or similar design as provided to the Customer under the Contract. The Company shall have the exclusive right to build the custom stand for the Customer.
8.6. Subject to clause 8.4 and only in so far as necessary the Company grants the Customer a royalty-free license to use the Goods for the purpose intended by the parties and no other.
8.7. 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.
8.8. 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.
8.9. Where the Customer supplies its own property to the Company in connection with the Contract Work, or for storage by the Company or for other any other purpose, the 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 the proprietary information by non-involved employees, contractors and other third parties, and will prohibit those persons permitted access from disclosing or using such proprietary information save for the purposes of the Contract.
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 the Goods whilst they are in its possession and undertakes to return them to the Company in no worse a state and condition as when received by the Customer, fair wear and tear excepted.
10.2. The Customer shall indemnify the Company against loss of and/or damage to the Goods howsoever caused whilst they are in its possession.
10.3. The Customer shall keep the Goods in its possession at all times and shall not remove them from their installed location without the Company’s prior written consent.
10.4. Upon expiry of the period of permitted use, or upon the earlier termination of the Contract, the Customer shall no longer be entitled to retain possession of the 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 for arranging to insure the Goods (except after sale to the Customer) 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: –
(a) to carry out the Contract Work diligently, and with reasonable care.
(b) that the quality of the Goods conforms, where applicable, to the standard warranted by their manufacturer, alternatively to a reasonable industry standard.
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. If and whenever the Customer has reason to believe that the Company is in breach of its obligations at clause 12.1 hereof, the Customer shall notify the Company without delay and in any event within 12 hours of such belief arising in order that the Company be given a reasonable opportunity to investigate the Customer’s complaint and, if necessary, remedy its default.
13.2. If the Customer fails to comply strictly with its obligation at clause 13.1, the Company shall not be liable to the Customer for any breach of obligation complained of.
13.3. Under no circumstances will the Company be liable for breach of its obligations at clause 12.1 hereof unless the Customer shall have notified the Company within 3 months of completion of the Contract Work, time to be of the essence.
13.4. Subject to the above, if the Company is liable to the Customer for breach of any of its obligations at clause 12.1 above 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, 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 13.0 and 14.1 the Company’s liability to the Customer for direct loss or damage, whether caused by misrepresentation, breach of contract, tort or otherwise, 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 value of the Company’s invoice(s) under the Contract in question.
15.1. The Customer shall fully indemnify the Company against all actions, claims and demands whatsoever made against the Company by any third party, or any claims, expenses, charges or other liability incurred by the Company in either case made or incurred in the course of carrying out the Contract Work, to include complying with any exhibition/outdoor display conditions, save only where the same shall arise by reason of negligence on the Company’s part.
16.1. ‘Force Majeure Event’ means any circumstance not within the Company’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, war, civil war, civil commotion or riots, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
16.2. The Company shall be entitled, without prejudice to its other rights to terminate the Contract or any unfulfilled part thereof, 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 Force Majeure Event. The Company shall not be in breach of this agreement or otherwise liable to the Customer in any such circumstances.
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 by written notice without further liability or obligation to the Customer.
18.1. No waiver by the Company 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.
18.2 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.
19.1. 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.
19.2. 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.
19.3. Nothing in this clause shall be construed as prohibiting a party from applying to a court for relief of any kind.
20.1. Subject to clause 19.0 hereof the parties submit to the non-exclusive jurisdiction of the English Court.
20.2. The Contract and all its terms shall be governed by the laws of England and Wales.